The Amazing Spider-Man!
by falconlord5
Summary: Young Peter Parker, a disaffected young high school student attends a fateful demonstration at Empire State University. Bitten by a radioactive spider, Peter is thrust into the world of superheroics. Join him on his amazing adventures! Part of the universe established in Uncanny X-Men.
1. Amazing Fantasy

Chapter 1 Amazing Fantasy

 _Earth's empty, lifeless moon spun slowly through space as it orbited the sapphire sphere. And on its surface stood a fantastic figure. He was a giant, larger than any mortal you have seen. His bald head was disportionate with his body, looking more like a Funko Pop doll than a human being. The strange creature wore a dark blue cape over a white toga, held together with a golden clasp bearing an infinity symbol. Matching golden bracers adorned his wrists. Pupiless eyes stared down at you as though they could see your every thought._

"Greetings, mortal!" _the giant bellowed._ "I am Uatu the Watcher! Forever do I watch, never do I interfere!"

"Watch what?" _you ask._ "And why do you watch whatever it is you're watching!"

"I watch everything, mortal!" _Uatu answered._ "All that passes in this universe is mine to observe! As for why must I watch? I watch because someone must bear witness!"

"And what are we bearing witness to today?" _you ask as you settle down on the Moon's rocky floor._

"Behold!" _Uatu said, gesturing towards Earth as he did so. You turn your head towards the turquoise globe that filled the Moon's sky. You wondered what he would show you today._

"The Age of Marvels has begun!" _Uatu continued._ "For the Kryptonian has arrived!"

"You keep mentioning this 'Kryptonian,'" _you say._ "Who is he?"

"A story for another time!" _Uatu answered._ "For he is the greatest hero of them all! Even before his arrival on Earth, the planet reacted to his destiny! Heroes and villains alike were born to lay the groundwork for his struggles! In the darkest depths of space, the greatest evil the universe has ever known awaits the coming of its greatest foe! Elsewhere, The Guardian of the Thunder and The Lightning begins his search for a new Captain! And the Avatar of Life Herself has at long last found Her ultimate Host! All this and more is the Kryptonian's doing. His tale most be told in its entirety! Free from the stories of others! It is to another hero we turn our attention to today!" _The strangely shaped giant gestures towards the globe and the view zooms in, focusing on New York City._

"Today," _Uatu exclaims,_ "we observe the Amazing Spider-Man!"

It was a bright clear September day in New York City. The leaves were just turning colour and the air had not yet gotten crisp. Students around the city were heading home after a long day at school, eager to hang out with friends, play games or spend countless hours on their phones, texting and tweeting and taking selfies.

Some of them, like Peter Benjamin Parker, even looked forward to cracking open their books for the first time.

Peter, at fifteen, was an awkward collection of physical traits. He was gangly, but not very tall; with a little effort he might have been a good gymnast or lightweight boxer. Short curly brown hair sat atop a head that would one day grow into a handsome, square-jawed head, but for now just sat like a lump of unmolded clay atop a short scrawny neck. His hands and feet were too big for his body and he stumbled everywhere he walked. Coke bottle glasses obscured his watery brown eyes, and much of his vision along with them. He wore a dark green sweater vest over a starched white shirt and brown slacks. A lumpy, shapeless knapsack hung over one shoulder.

In short, he looked like a nerd. And not just any nerd, but one from fifty years past.

As Peter Parker walked down the street from Midtown High School towards his home in Queens, a cherry red convertible suddenly pulled up beside him.

"Well well. If it isn't Puny Parker," observed the driver of said convertible. He was blond, with a ruggedly handsome face and broad shoulders. He was dressed in the school athletic sweater over dark t-shirt. An expensive watch hung off one of his wrists.

His name was Eugene 'Flash' Thompson, and he was Peter's personal nemesis.

"Hi Flash," Peter responded dully. Flash was not only the local high school football champ, he was also the son of a New York City police sergeant, and thus virtually untouchable within the school hierarchy. It was no use for Peter to get mad at the bully's taunts. Especially when all it would get him was another beating.

"Gee Parker, you don't seem all that glad to see me," Flash taunted.

"Who'd want to see your ugly mug?" Peter muttered under his breath. Flash still seemed to pick up on it.

"Well, now that's a good question," Flash said, stroking his chin in mock-thoughtfulness. "My fans, clearly. Yeah, they definitely want to see my face every day. And of course my teachers. But I think most importantly is this little girl here. She definitely wants to see my, what did you call it? My 'ugly mug.'"

The other kids in the car laughed at that though Peter didn't think it hilarious. Reluctantly, he turned to face Flash and the vision that sat beside him in the lead passenger seat. She was as blonde as Flash, but there the similarities ended. Her face was a perfect oval, with stunning blue eyes that were the colour of a frozen lake and lips painted to match. She wore an off-white turtleneck that outlined her perfect figure just a little too well for the school's administrators. She shot Peter a look that was pure icy venom and said:

"What are you looking at, _Puny_ Parker?"

"N-nothing," Peter stammered, bowing his head in shame as his cheeks grew red. Liz Allan was the most beautiful girl in school without question, and Peter had long lusted after her. Along with most of the rest of the school population. That said, Peter knew she was as cruel, vindictive and narcissistic as Flash was, and maybe more so. Peter did not want to get on her bad side, and for somebody as low on the social totem pole as he, admitting that he even thought about Liz in that way was more than enough.

"Leave him alone, Liz," came a bored voice from rear passenger seat. Peter did not need to look to know who it was who spoke: Sally Alvarez, Liz's 'best friend.'. Sally was almost as good-looking as Liz herself was, with straight black hair that was cut just long enough to cover her ears. A dark blue version of Liz's sweater highlighted Sally's own tight body. "It's not his fault you're the hottest chick in school."

"I guess not," Liz said, her lips curling cruelly. "Do I make you hot, Parker? Do I run naked through your mind, reciting mathematical formulas?" All the occupants of the car laughed. Peter just looked ahead stonily, determined not to let them see his embarrassment and shame.

"You know, Parker, I _was_ going to invite you to a little get-together I was hosting," Flash said, "but I think you'd rather do something else, right?"

"Anything else," Peter agreed fervently.

"That's what I figured," Flash said. "Go home to your _loving_ aunt and uncle." And then he drove off, leaving Peter to cough up dust and smoke. Flash had said that last with such venom. Peter wondered if there was something to it. Did Flash resent Peter's home life? Nah, that couldn't be: Peter was an orphan, a working class boy who had been adopted by his aunt and uncle. Flash was the son of a popular police sergeant with both of his parents still alive. As much as Peter loved his aunt and uncle, there was no way somebody from Flash's background could ever be jealous of what Peter had.

It didn't matter, anyway. _I'll show them_ , Peter vowed. _One day, I'll show them all!_

Benjamin Parker, one half of Peter's namesake, sat down at his desk, admiring a new piece of his handiwork. Officially, Ben was retired. He had made his money working a lifetime away at one of the big insurance companies, ending up in upper-middle management before opting for an early, and permanent, vacation. He wasn't rich by any means, but neither was he nor his family at serious risk for destitution. An advantage few could claim these days, even with the efforts Albany had put in to curb the crooked real estate moguls and improve the conditions of its working class.

Still, Ben needed something to do with his mind and his hands, and so he had joined the youngsters in their so-called 'gig' economy. Ben always had a fondness for carpentry and sculpture, and so he had taken to doing custom work for people online. It proved to be a study business; not much compared to his previous job, enough to offset the Parker family's bills without touching the nest egg he'd built up.

And that was a good thing. Peter was still three years away from college, which was a lot closer than one might think. And his beloved May was getting sicker. Ben's insurance company continued to pay out for her medical bills, but they were stacking up. Ben couldn't imagine what would happen if they suddenly lost his insurance.

Ben sighed. There was no use worrying about that now. His client would come soon and this project, a small wooden sculpture of Union general William T. Sherman, needed to be wrapped up. Ben had thought the request odd when the client, one Amanda Waller, had reached out to him, but it wasn't the strangest request he had ever seen. And he had always admired the scruffy, tenacious Civil War commander, so it wasn't like the project was much of a chore. He began to carefully wrap the sculpture up when he heard the door slam and knew that his nephew, Peter Parker, had finally come home. And from the sounds of it, had had another brutal encounter with Flash Thompson and his gang.

"Peter!" May Parker, Ben's long-suffering wife, shouted from the downstairs kitchen. "Don't slam the door!"

"Sorry, Aunt May." Peter said miserably. Ben sighed and got up from his chair to greet his nephew.

"Pete! May! Is that anyway to greet each other!" he bellowed good naturedly. Peter and May didn't really have any tension between them, but Ben knew that a little levity would do much to heal the wounds that Peter had suffered today. It was a pattern he had long practiced with.

"Sorry, Uncle Ben," Peter said. "Sorry. I mean, Hi Uncle Ben! Hi Aunt May!"

"Hi Peter," Ben said as he came down the stairs and looked down admiringly at his nephew. Ben had always known that adolescence would be hard for his nephew; it had been an outright curse for Peter's father, after all. But he also knew what many of Peter's classmates had failed to see: that Peter Parker, for all that he was uncouth and uncoordinated now, had fantastic potential. Ben saw his adopted son as taking the place of giants like Tony Stark or Lex Luthor one day. But first, he had to survive guys like Flash Thompson. Ben had to stifle a sigh. He and May had talked to the school often about Flash and Liz Allan and the rest of their little gang, but nothing had ever come of it. The school insisted that it had a 'zero-tolerance' policy towards bullying, which Ben had long since learned was code for 'we punish kids for _being_ bullied, not for bullying.' After a while, Ben had just given up. Instead, he focused on helping Peter through it as best he could, all the while confident that if Peter made it out of high school alive, the world would be a much better place.

Though, seeing the rage and resentment on Peter's face, Ben had a sudden worry that his nephew might go down a dark path of his own.

"How was school, son?" Ben asked.

"Okay," Peter said in a voice so morose you'd have thought his best friend had been killed.

"Uh- _huh_ ," Ben said as he raised a sceptical eyebrow at his nephew.

"No, it was! Really!" Peter protested. "I switched my courses, so I was taking science this term instead of history, so that was good. And Dr. Curt Connors was there, to sign up students for college next term. I didn't get to talk to him, but I overheard what ESU was offering in the next couple of years. I can't wait to go!"

"And after school?" Ben asked quietly.

"It wasn't so bad, honest," Peter responded, ducking his head as he did so. "Flash and some of his friends caught up with me. They, uh, invited me to a party, but I said no. Too much homework to do, you know?"

Ben shared a look with May, who was leaning out of the entryway into their kitchen. They knew that their nephew wasn't quite telling the whole truth. Not that he was lying to them, exactly, but that there were certain details that he wasn't sharing. Silently, they decided not to press the issue.

"All right son," Ben said quietly. "How about you get washed up and get on that homework. Supper's at five."

Supper at the Parker house that night was somewhat unusual.

"Your wheat cakes are the best, Aunt May," Peter said as he happily dug in. "But why are we having them for supper?"

"Oh, I just thought you could use them after today," May said. May Parker looked much older than her fifty-three years, with hair that had gone prematurely white decades ago and a lined, haggard face. Her body was small and bony and poked out through her clothes. Peter knew in his heart of hearts that he and Uncle Ben would lose her, and soon. So he made the best of it.

"Well, they're great," Peter said. "So thanks."

"What's on the agenda for tomorrow, Peter?" Ben asked.

"There's a science experiment afternoon at ESU," Peter said happily. "It's all about using radioactivity to induce genetic mutations."

"I knew it!" Ben said, pounding on the table in excitement. "I knew it! I knew those eggheads would turn us all scaly and green! Uh, no offense Pete."

"None taken," Peter chuckled. In fact, his response had been exactly like his uncle's when he had first heard about the experiments. He couldn't wait to see what sort of twisted, mad science would come out of tomorrow's exhibition. It was that sort of thing, pushing the boundaries of science, that really excited Peter. He sat up all night, every night, eagerly devouring every article in peer reviewed journals from luminaries like Tony Stark, Lex Luthor, Ray Palmer and Reed Richards. Peter hungered for the day he'd join their ranks.

"Oh you two and that science fiction nonsense," May said, laughing. "I'm sure they'll do nothing of the sort. It'll all be computers and graphs tomorrow, right Peter?"

"Probably," Peter admitted. "But there is supposed to be a practical demonstration, too, involving live radiation."

"Probably hidden behind a thousand feet of concrete and glass," Ben blurted at May's shocked expression. "It's not like they will really douse the kids with radiation. Think of the lawsuits!"

"Especially in this day and age," Peter agreed. "Actually Aunt May, the demonstration probably won't even be on this continent. It'll be in some lab somewhere in the middle of nowhere and they'll just stream it for us."

"Isn't that still dangerous for the scientists?" May asked.

"All done by robots," Peter assured her. "Real humans are too expensive these days."

"Kid's right, May," Ben said.

"I suppose," May said. "I guess I'm just an old woman who worries too much."

"It's hard not too when it comes to radiation," Peter admitted. "If something goes wrong, the consequences are pretty severe. But don't worry Aunt May. These guys are professionals. They won't let anything happen."

"I certainly hope not," May said. "Well, eat up Peter. It sounds like you have a big day tomorrow."

Peter burst through the door into Empire State University's science theatre a full fifteen minutes early, so excited was he to see today's demonstration. If the rumours were true, if the scientists behind the demonstration had combined animal and human DNA via radiation...

"Something special, ain't it?" a rough, distinctly British voice said from over Peter's shoulder. Peter started and looked up. There beside him was a tall man, almost as gangly as Peter himself was, with dirty blond hair and stubble. He wore a long tan trench coat over a battered white shirt and slacks. An unlit cigarette hung out of his mouth.

"Um, yeah," Peter said. Something about this guy felt really off. "Yeah, I guess it is. Are you here for the demonstration?"

"Nah, I'm just an exterminator," he said breezily. Peter thought he looked nothing like any exterminator he'd ever seen. And living in New York meant you saw a lot of exterminators. "But I heard about. Animal DNA, arachnid DNA, and human? By radiation? Now, that's something new even for me."

"Yeah, it's pretty wild," Peter agreed. "Um, what were you exterminating in here?"

"Oh, nothing to worry your little head about," the man assured him. "Just don't want any rats or cockroaches or especially spiders around when the eggheads start up their light show, right? Especially spiders. Lots of people afraid of spiders, you know?"

"Yeah," Peter agreed. "Not me, though. I like spiders."

"Do you now?" This seemed to amuse the man. "You're one of the brave few, then. Name's John. John Constantine." He pronounced it 'Constan-tine,' not 'Constan-teen.' He stuck his hand out for a shake. It was surprisingly clean, given the grungy look of the rest of him, but just as roughly hewn as Peter had suspected it would be. Peter declined to shake it.

"Uh, Peter," he said instead. He braced himself for what would happen if the man asked for his last name. To his surprise, Constantine didn't ask.

"Peter, eh?" he said instead, almost like he knew beforehand. "Well, Peter, you pay attention to this lot. Someday, could be you up here." With that, Constantine turned to leave out a door a little further down from where Peter had entered. He was stopped by another man in a suit. They talked for a minute and then Constantine left. The man in the suit turned and saw Peter.

"You here for the demonstration?" the man asked. His skin was dark, the colour of burnt wood, and he had broad facial features underneath a curly mop of hair.

"Yeah," Peter answered.

"You're early," the man said.

"I-I know," Peter said. "I—was just so excited, I..." he trailed off.

"It's okay," the man said. "Better early than late, my old man used to say. My name's Dr. Petersen. I run the psychology department. I'm helping with the demonstration, today."

"Okay," Peter said. He thought it was weird that a member of the psychology departmentt would help with a radiology/biology demonstration, but he felt much better in the presence of the doctor than that creep. "Um, I'm Peter. Who was that guy?"

"In the trench coat? That was John Constantine," Petersen said. "He's, uh, an exterminator. He was helping clean out the theatre before the demonstration."

"He was creepy," Peter said. His aunt would have washed his mouth out with soap if she had ever heard him say something like that towards a person, but Peter couldn't help it. Constantine had given him the creeps.

"He is that," Petersen said with a sigh. "Unfortunately, he is very good at what he does. Anyway, you can wait up in the seats if you want. We're gonna be awhile yet."

"Right," Peter said. He went to wait up in the highest seats where he could get the best view of the action. Too low, and you couldn't see past the presenter. But if you sat high enough, then you could see over the presenter and into the theatre. A theatre, Peter noted, that looked suspiciously like it had been lined specifically against radiation. Maybe they would do a live demonstration, anyway?

Slowly, over the next fifteen minutes, the other people interested in the demonstration filed in. There was more of them than Peter expected. He was glad that he had gotten there first so early as the theatre filled up. A presenter stood up on the stage.

"Greetings ladies, gentlemen, and people of other genders," the presenter said. "Thank you for coming to this demonstration. Here at the Empire State University, we have developed a pioneering approach to genetic engineering..."

Peter leaned forward in his seat, fascinated by the presentation. His attention was split by the activity in the sealed off theatre room where they were pushing in a huge device that looked a lot like the laser in _Goldfinger_. Peter watched it intently, curious as to what the device would be used for. They couldn't possibly intend to actually use it to splice something in the theatre, could they? No, that was ridiculous. The presenter kept speaking.

"As you can see here, what we're about to do is irradiate a spider," she said. "The spider will then act as a vector for the genetic material to do its work. All we have to do is point the spider in the right direction and it will bite down on whatever we tell it too, thus injecting the test subject with the new DNA."

"Has this been tested on humans?" somebody called from the back.

"Of course not," the presenter said with a snort. "We've only just progressed to animal trials. So far, all we've done, and all we're doing today, is getting spiders to swap DNA with each other."

Peter leaned back, a little disappointed. Not that he had expected any human trials, not with the rampant anti-science movement that Donald Trump and the GOP had started still going strong, anyway! But he was expecting something a little more than swapping the DNA of arachnids. Surely there was already a way to do so without something as cumbersome as radiation?

It didn't matter; the demonstration had already begun. The machine powered up. On the screens hanging down from the ceiling, Peter watched the poor spider scurrying around the glass, unaware of what would happen to it. Peter felt a pain of empathy towards the spider. The spider had done nothing wrong, had never in its life done anything to deserve to be zapped with nuclear power. Especially as Peter really couldn't see how this would advance humanity or help the world; this seemed more like a way to torture spiders for fun.

Peter let out a sigh. He checked his watch. As disappointed as Peter was, it was still too early to go home yet. And besides, maybe there was something more to this than Peter thought. If they could use arachnids and insects to transmit DNA, maybe they could use them to transmit cures and vaccines, too?

Just as Peter was settling in to watch more of the show when suddenly a great stinging pain shot up his arm. He jerked wildly in his seat, unable to comprehend just what had happened to him. Once the pain had subsided enough for rational thought, Peter looked down at his hand. There was a bite mark there, all right, a great oozing welt that just sat on his hand. Peter stared in horror. He had no idea what could cause such a bite, it didn't look like anything he'd ever seen in a biology book. A wave of crippling nausea hit him like an out-of-control space shuttle. Peter didn't know what was going on, but he knew that he had to get out of there. So he quickly packed up his stuff and hauled out of the auditorium.

What on earth had bitten him?

Peter was still disoriented from the pain as he hurried out of the auditorium. So disoriented in fact that he completely missed the signs leading towards the ESU's infirmary and instead headed outside, back the way he came. And where he got the biggest shock of his life.

 _What bit me?_ Peter thought, looking down at his hand. The bite mark from whatever creature it was looked like a spider bite. In fact, it looked a lot like a spider bite. Except for one tiny detail: the bite mark, which had started out as a lump the size of a silver dollar had now shrunk. In fact, it appeared to be healing at a vastly accelerated rate: even the two oozing puncture wounds that had first tipped Peter off to the fact that it was a bite had already disappeared. And Peter knew that was flat out impossible.

So immersed in his reverie was Peter that he failed to notice that he had crossed into oncoming traffic. Worse, he did not notice the car barrelling down towards him. So it was a much of a shock to Peter as it was to the driver when at the last second, Peter jumped clear to the side of the building from the middle of the road, safely out of the way of the oncoming driver. The driver, for his part, didn't notice that the teenager who had leapt out of the way was now stuck on the side of a building, nor did he care to look. All he did was grumble about crazy kids and kept on his way.

Peter was slightly more observant, but not by much. It took him a minute or two to realise exactly where he was. Once he did, he let out a yelp and dropped down to the street. Safely, as almost though he'd been practicing for years.

"Fucking idiot," a little old lady said as Peter landed on his feet.

"Um, sorry," Peter said.

"Watch where you're going," the lady said as he shoved him out of the way. Or tried to, anyway. At the last second, Peter dodged once more, letting the old woman stumble as her momentum carried her past him. She righted herself before she fell, turned to look at Peter, scowled and kept going. Peter breathed a quiet sigh of relief. He picked up his bags and ducked inside a nearby alleyway.

 _Holy crap,_ Peter thought. He rarely swore, but he figured what was happening to him now warranted some extra punch in his language. He'd never experienced anything like this. First he got bit, and now he could cling to walls? Dodge without meaning too? Just what the hell had bitten him?

Peter had no idea what was going on, but he was a scientist at heart. And he was getting eager to find out. Keen indeed.

Peter slipped back into the alleyway. He first took off his backpack and shoes and placed his shoes into the pack. He then placed his backpack back on to his shoulders. He stood there for a minute, stretching his sock covered feet. He wondered, briefly, if this was all some sort of illusion or dream. That maybe he'd wake up soon in bed or a rubber room. Or maybe he'd just never wake up at all.

He took a deep breath to steady his nerves. It didn't matter if this was a dream or an illusion or if he was having some kind of psychotic breakdown. What mattered, the only thing that mattered, was that he had seemingly acquired fantastic new abilities. Abilities that needed to be tested.

And so Peter began his experiments by stretching out his arms as far as he possibly could and then planting them on the alley wall. Peter supposed he must look ridiculous; he certainly felt ridiculous, at any rate. And the next part of his experiments weren't going to make him feel any less so.

He pulled himself up by his arms alone and letting himself drop back down again. Five times he did this while keeping his legs straight, and then another five times while letting his legs curl up underneath him. Never once did he slip or fall; in fact, he felt like he was weightless, so effortless was his exercises!

 _That's amazing_ , Peter thought. And he slowly suspected that he knew what had happened: that contraption back at the science exhibition. The one that could turn spiders into living syringes for DNA via radiation. Somehow one spider had gotten loose and bit Peter, transferring some its DNA to him. No, more than transfer. The spider had _actually_ altered his DNA! Giving him, at the very least, the ability to stick to walls and a certain measure of super strength. Super reflexes as well, judging by the incident with the car and the old lady.

Peter wondered briefly if he should go back to the university and let them know what had happened. The thought was quickly cut off by a massive tingling sensation throughout Peter's skull. It was so intense that Peter nearly fell off the wall only as he clasped his hands to his head in pain. It was only a split-second swing that connected both of his feet to the wall that saved him. Eventually, the tingling sensation stopped.

 _Okay, that was wild_ _,_ Peter said thought. What had been that tingling sensation? And why was it connected to the thought of going back to the university? No, not the university, Peter decided as the tingling sensation came back, but at a lower intensity. But at the idea of going back and letting people know what happened! And again, with that thought, the tingling sensation became nearly unbearable once again.

 _Okay,_ Peter thought as his breath turned ragged. _Okay. I've got some kind of sixth sense, too. Which is weird because I've never heard of a spider having anything like that. Then again, I've never heard of a spider being able to turn a human being into some kind of mutant, either. So I guess today is just all kinds of weird. A byproduct of the radiation, maybe? Or the way my DNA was altered?_

The question was, Peter told himself as he resumed climbing up the wall, was that tingling sensation a warning of danger? Or was it trying to tell him that going back to the university was a good thing?

Peter strongly suspected the former. The sensation was too intense, too painful, to be some kind of reward mechanism. So that meant it had to be some kind of warning system. Now was the perfect time to test that out.

Peter had made it to the top of the wall. He clambered over and rested for a minute. To his surprise, he wasn't the least bit winded, despite the difficulty inherent in hoisting your own body up a vertical wall without ropes or other climbing gear. Especially when you were as out of shape as Peter was. That super strength must have come with some enhanced endurance, too.

Peter stood up and walked over to the edge where he very carefully leaned over. The tingling sensation came back. Definitely a warning system, then. Peter supposed that it was like those tiny hairs on the back of a spider that detected air currents and made spiders hard to swat. But this was on a far grander scale than anything he'd ever heard of a spider having. It had to be a side effect of the radiation and the DNA alteration. It couldn't possibly be anything else.

That left the question of what other spider powers did Peter have? Peter checked himself over very carefully. There were no spinnerets that he could see. Or feel, for that matter. He concentrated on making a web, perfectly aware of where webs typically came out on spiders. But nothing happened. He tried for several minutes, but no webs came out. That was something he'd have to work on later. For now, he wanted to see just what kind of abilities he really had.

He backed up to the edge of the rooftop that had a wall behind it and faced the other side. He took a deep breath. It was now or nothing. He lowered his head and squared his shoulders and ran.

Whatever that spider bite had given him, it wasn't grace or athleticism. While he could still run without being out of breath, his run was awkward and uncoordinated. However, he still avoided every possible obstacle on the way to the other side of the rooftop without paying the slightest attention to where he was going, so he had to assume that that was a good thing. And when he reached the wall, he instinctively somersaulted over it.

 _That is too cool_ , Peter thought. He kept running. At the far end of this next rooftop was another wall, this one much higher than the one before. He ran at it full-tilt and sprung upwards to land smack on the wall. It should have broken his bones. Instead, his reflexes once again saved the day, allowing him to stick on to the surface without any major issues. Peter scurried up the wall, feeling as free as a bird. Or a spider, in this case. He had never felt this good in his life! If this is what Flash Thompson and his fellow meatheads got out of being jocks, maybe there was something to it, after all.

Peter flipped on to the rooftop. At the end of this rooftop, there was a gap between the buildings, a gap that was too large to clamber over the way he had the other ones. But it might be enough to jump over? There was nothing to do but try.

And so Peter settled himself into a running position, mimicking the ones he had seen on YouTube. And then he began to ran like he never had before. He sprinted at full speed towards the end of the rooftop and jumped.

And realized way too late that the tingling sensation had come back. Had, in fact, come back all the way at the beginning of the run and had slowly built itself up until it hit a fever pitch right when Peter jumped off of the roof.

Which was about five seconds too late.

The other roof was too far away for a single leap, even one as super-powered as his. He fell, the ground rushing up towards him. Peter had to fight the panic that threatened to swell up inside him. He had to think, and he had to think fast. He had mere seconds before the ground caught up to him.

Once again, it was his newfound instincts that saved him. As Peter was falling, he noticed thin wires stretching out between the rooftops. Peter wasn't sure what they were for, power lines or something, but he instinctively reached out and grabbed one. It wasn't nearly enough to support his weight, but that wasn't quite what he did. Instead, when Peter grabbed the wire he twisted around it, stopping his downward momentum by spinning him around. It seemed to work, but instead of stopping, Peter shot off towards another wall further into the alley.

 _I feel like I'm in a Looney Tune cartoon!_ Peter thought. But at least that little stunt had bought him some time. As he shot towards that back wall, he reached out to the building in front of him, hoping to safely catch on and stop the subsequent crash.

It worked, after a fashion. Peter's fingers contacted the building, stopping him from going anywhere. Unfortunately, it also pulled his arms out of his sockets.

Peter didn't think anything for a moment. He couldn't, the pain was too blinding. If he had, he might have noticed that his arms slowly pulled themselves back together. In fact, long before the pain had receded, Peter's arms had completely reset themselves back into their sockets. Peter stared at his body in shock.

 _An enhanced healing factor,_ he realized. It probably wasn't enough to make him invincible. But it would be enough to make him way tougher than Flash.

 _As of today_ , Peter told himself. _I'm done running. I'm done being scared_ _._

 _As of today, I'm only looking out for myself._

In the three weeks since Peter had been bitten by that weird spider, he had made good on his word to only look out for himself. The first thing he had done once had gotten home was try to figure out how to make money using his newfound powers.

His first thought had been with YouTube. But again, there had been that buzzing in the back of his skull. His spider-sense, he called it, warning him that he was in danger. YouTube was too risky, Peter decided, at least until he could find a way to hide his identity.

Funny enough, it was YouTube that gave him an answer. He was watching The Gotham Enquirer's official YouTube channel, hosted by Summer Gleeson and Vicki Vale. Peter couldn't get enough of the two redheads; he devoured their every videos daily. But this time, they were talking about The Batman, the fearsome vigilante who patrolled Gotham's murderous underworld.

And from there, Peter got his idea. Not that he would become a masked vigilante, that was stupid, but that he'd create a costume of his own and use it to disguise his face while performing his stunts on YouTube. It would be perfect! And he even had the perfect name for himself: 'Spider-Man!'

Now that left only two problems: first, he needed a costume. Second, he needed some kind of web. Who had ever heard of a spider without webs after all?

So, afterward another YouTube binge session, Peter went out to get the materials to make both a costume and the webs. The costume itself was easy: in order for Peter to stick to walls and jump through the air, it would need to be thin and lightweight. Fortunately, Peter lived in New York; it was the simple matter of a Google search to find the materials he needed and a place where he could buy them for cheap.

Unfortunately, the only available costume that met his specifications and was pre-made, thus removing the need to sew it himself, was a black body suit with a thick red stripe down the front that split off into a red belt around the waist. The inner part of the legs was also red, continuing down into red boots. The arms were designed similarly. Peter stared at it for a good long while, wondering what on earth he would do with this thing? At least it came with a full-face covering mask, although the mask was severely lacking in lenses for it's eyeholes.

"Sorry sweetie," the middle-aged woman behind the counter at the theatre surplus shop said. "That's all we got. Unless you want to wait and see if something else will come in?"

"That's all right," Peter said, fighting hard to keep the dejection out of his voice. He had wanted something in black, to look cool, but he didn't have the time to go looking for anything else. And it wasn't like the costume's weird colours were this lady's fault. "I'll take it. How much?" She told him and Peter payed out.

The next step was getting some lenses for the mask. On a hunch, Peter went to a local hobby store for airplane enthusiasts. It payed off; a quick discussion with the pilots there left him convinced that he'd need something more than simple cloth lenses to protect his eyes when travelling at high speeds. So he grabbed a pair of aviator goggles and some small motors and other gadgets. With a bit of tinkering, Peter knew, he could easily retrofit the goggles so that they were adjustable on the fly. While he was out, he also grabbed some black and red thread. He had an idea for how to make his costume a little better.

But that was the easy part. The hard part would be the webs. A spider's webbing was among the most complex structures in biology, and Peter not only wanted to recreate it but improve upon it. He had to create a substance that could support his weight, stick to substances without inadvertently sticking to everything in its way, and be easy to carry around. It was a tall order, even for a science geek like him.

Peter set to work that very night, pouring over his chemistry equipment and lab notes. Peter had always been fascinated with spiders and one year for a science project he had observed several kinds of spiders and the webs they created. Those notes proved invaluable now as he studied the structure that he was now trying to imitate. It was a long process, however, and it was more than a week before he was ready.

"Holy cow!" Peter said as he sat back in his chair, happy with his work. The webbing formula had been a success as evidenced by all the bits of spider silk all over his room. Peter wasn't worried that his aunt and uncle would come into the room and find the mess; Peter had early on discovered that the webbing dissolved after half an hour or so.

He got up out of his chair and stretched before looking down at the web-shooter on his wrist. That had been something else he had to devise; a way to shoot the webs when he went about adventuring. Fortunately, that had not been much of an issue: Peter had assembled a gauntlet with a small projector that was operated by a lever that rest in the middle of his palm. When he pressed down on the lever with his middle and ring fingers, then the webs would shoot out. If he pressed down on it with all of his fingers, like if he made a fist or something, then the lever would lock down and not shoot anything.

Peter grinned. It had been a great week. Between this 'Spider-Man' stuff and the new school work, he'd been pretty busy. He went to bed every night tired but excited. This would be great! Not even Flash Thompson could ruin his week.

Peter then turned to the costume. He still thought the costume's colours were ridiculous, but he made some improvements. First, he had sewn two spiders on the costume: the first was on the front and was small and black. The second one was large, fat and red; more like a tick than a spider. Then finally he sewed hundreds of black lines over the red parts of the suit, making it look like a spider's webbing. It also looked a little like that old vigilante's costume, The Spider, but with the colours inverted.

The lenses had been harder. First, he had to cut the eye holes so that they fit the goggles that he had bought. Next he tinted the apertures around the lenses so that they were black, making them look more like part of the suit. The apertures, in turn, had been motorized so that he could control them with his facial expressions. That should allow Peter to focus on whatever he wanted. Fortunately the lenses of the goggles were reflective to begin with so that they would obscure Peter's eyes.

The last part had been setting up how to get paid, which had been a lot trickier. , , and YouTube all required at least one real I.D. and bank account in order for you to deposit the money you got from them. And that, Peter had not been very interested in. Something in the back of his head, that 'Spider-Sense', kept warning him that revealing his true identity was a bad idea. To that end, Peter had instituted several cut-outs, including dummy e-mail accounts, that he hoped would obscure the trail for anybody looking to find out who 'Spider-Man' was. In the end, though, the money would have to end up in his account. And that worried Peter to no end.

Unfortunately, Peter couldn't find a way around that little problem He had done the best he could; now it was time to introduce the world to Spider-Man!

"Wah-hoo!" Peter said as he swung from rooftop to rooftop in the Manhattan skyline. There was nothing in the world quite like web-slinging. To leap from building to building, to feel the rush as you flew through the air! It was exhilarating.

Peter landed on the side of a skyscraper with the slightest noise and then scrambled up the building to reach the next rooftop. A drone followed closely behind him. The drone was new; a toy that he had picked up from the proceeds of his new YouTube channel and donations.

Peter laughed. His biggest supporter thus far had been Flash Thompson of all people! Peter couldn't figure it, but Flash adored Spider-Man and had poured hundreds of dollars into Peter's account. Every video Peter posted Flash shared around the world as fast as he could, often bullying others into supporting his newfound hero. Peter laughed again as he somersaulted his way onto the skyscraper's rooftop before running off of it to swing towards another skyscraper.

Being Spider-Man was the greatest thing that had ever happened to him!

"Brant! Lee! Urich! Get your worthless hides in here!" J. Jonah Jameson, legendary editor-in-chief, publisher, and God's own gaping asshole bellowed out into the newsroom of The Daily Bugle from inside the doorway of his office.

Jonah was a big man; over six feet tall and broad shouldered. He wore a white and blue striped collared shirt with red suspenders over grey pants. The sleeves of his shirt were rolled back, revealing heavily muscled arms. His hair was cut into a flattop and was greying at the temples. An unlit cigar hung from his mouth. Most shocking of all was his toothbrush mustache, a style that had gone out of favour more than seventy years ago. One Neo-Nazi had made the fatal mistake of claiming that mustache was evidence that Jameson supported Nazism. Jameson had responded first by inviting said Neo-Nazi into his office, whereupon Jameson had immediately head-butted the man into unconsciousness, and then used his paper to destroy the idiots life. That had been thirty years ago; Neo-Nazis ever since had learned to fear Jonah and did their damnedest to stay out of his city.

Fortunately for them, and for any gangster or politician that otherwise caught Jonah's attention, democracy's greatest fanatic had a new object of ire. The so-called 'Spider-Man.'

The three people Jonah had called rose from their desks and made their way towards Jonah's office. Jonah snorted and walked back down to his desk.

"What's up, boss?" the first of the three to reach the office said. She was Betty Brant, and she had been with Jonah the longest. She was of medium height, with an oval face that was framed by dark brown hair cut into a shingle bob. She wore a dark blue navy suit with a skirt. Stockings framed her shapely legs. Eyes the colour of a whetstone looked out coolly at her boss.

"Wait until those other idiots get here," Jonah said. "I hate having to repeat myself."

Betty snorted affectionately at her boss and sat down. Jonah had hired her at fifteen as his secretary; Betty had risen through the ranks to become one of the Bugle's ace reporters.

"Boss," the second person to come in said. Ben Urich was as much of New York institution as Jonah himself was. He was taller than his boss and a lot leaner. His greying brown hair sat atop a narrow mournful face. A lit cigarette hung from his down turned mouth. Ben wore a rumpled striped shirt and even more rumpled trousers. He, too, sat down.

Ned Lee was the third reporter Jonah called in, and he was quite the contrast to his two colleagues. His skin was darker, for one thing, the colour of pine wood rather than milk. For another, he didn't wear a suit, instead preferring a Daily Bugle hoodie and jeans. His straight black hair was cut short. It matched his deep black eyes, alight with excitement.

"Hey Chief," he said. "I just got…"

"Never mind that," Jonah said with a wave of his hand. "I want to know what's going on with Spider-Man!"

"Who?" Ned asked as he sat down.

"Spider-Man!" Jonah barked. "This freak!" he added as he turned his computer monitor towards his reporters. Spider-Man's YouTube page was up and a video was playing, showing the costumed stunt man swinging through the rooftops of the New York City skyline.

"What about him, boss?" Ben asked. "He's just some punk kid with a gimmick."

"He's a menace!" Jonah answered, slamming his fists down on the desk. None of the reporters even flinched; they were used to Jonah's antics by now. "Do you see what he's doing! What if some kid tried to imitate that?"

"Imitate what?" Betty laughed. "Jumping around in front of a green screen? C'mon Jonah, that channel's fake as hell."

"Fake, Brant!? Fake!?" Jonah said. "There are eyewitnesses of this menace all throughout New York! They've even got live footage on Fox! Fox! Those idiots couldn't find their asses if you glued their hands to their butts, but they've got life footage of Spider-Man! And what do we have? Three ace reporters who don't even believe this guy exists! Jesus Christ! I bet Perry White didn't have to deal with this with that Superman character of his!"

"Superman eventually gave an interview to Lois Lane," Ben pointed out. "And that was after years of saving people from the shadows. People thought he was an urban legend at first, too, Jonah. And that this kid's videos are showing up on Fox aren't going to convince anybody he's for real, either."

"Don't tell me you think this is fake, too!" Jonah said, jabbing his finger at Ben.

"No, he's real," Ben answered as his cigarette went out. Fishing another one out of his pocket, he added: "I've talked to him."

Everyone else in the room gaped at the aged reporter in silence. Jonah was the first to recover his wits.

"You know who this menace is?" he demanded.

"Nope," Ben replied as he pulled out his lighter and lit his fresh cigarette.

"But you've talked to the kid?" Betty asked.

"Met him," Ben agreed. "He doesn't give interviews, he doesn't talk to the press, and he's just trying to make a buck. Like I said, a kid with a gimmick."

"Probably a mutant," Lee suggested. "That would explain the webs."

"And the super-strength and agility," Betty agreed breathlessly. Then she turned and scowled at the computer. "What the hell is this kid thinking?" she demanded. "Those amazing powers and he's just trying to make money off them?"

"Cost of living's rising in this city," Ben pointed out. "Even heroes got to eat. Betcha anything that Superman character has a job somewhere, too."

"I suppose," Betty agreed.

"Brant has the right of it," Jonah said. "This Spider-Man is an egotistical glory-hound, a threat and a menace. And I want all three of you to look into it. These superheroes," he added quietly, "they've been coming out of the woodwork recently. First it was that Superman character. And then Batman. Central City's The Flash. A new Green Lantern running around somewhere. And this, this Fantastic Four business! You were working on that, Lee. Do you have anything?"

"That's what I was about to tell you earlier, chief," Ned responded. "Richards is willing to give me an interview. Only me, though. He says that his family and friends are still trying to sort through what happened to them and what they're going to do with it."

"I can understand that," Jonah agreed. "While you're there, though, ask them about Spider-Man! Let's see if these costumed freaks hang out together."

"Will do," Ned said. "Is there anything else, chief?"

"No! What the hell are you three still doing sitting around here for? The news is out there, go get it! And get me something on Spider-Man!" Jonah added as the three reporters left the office. Jonah turned his monitor back towards him and watched the Spider-Man video again.

Spider-Man, he knew, was going for a sticky end. God, but Jonah hated to watch kids die!

It was late. Peter had been goofing around as Spider-Man for close to a month, now, and he had something to show for it. Twelve hundred dollars every month, thanks to and YouTube! Sure it wasn't much, but it lifted the burden on Aunt May and Uncle Ben considerably. And it helped pay for being Spider-Man in the first place! The costume and webbing chemicals were not cheap.

All in all, Peter was feeling pretty good about himself. Which would make what happened next all that much worse.

Peter had been doing his nightly video and stopped outside an old wrestling arena where they were holding some kind of promotion. From the looks of it, you had to stay in the ring for three minutes with the star attraction and you would win a thousand dollars. Peter had never heard of 'Crusher Hogan', the alleged star, and he figured that the arena must be in trouble if they had to pay people to fight their star. Oh well. It wasn't his problem.

Peter dropped down into an alleyway and changed out of his costume into his street clothes. That had been a problem he had to figure out early on; he couldn't keep a spare set of clothes underneath his costume and was afraid that leaving his clothes behind would invite somebody to steal them. Fortunately the drone had fixed all of that, for the drone could carry Peter's clothes. All Peter had to do was find a convenient spot to drop down in, grab his clothes off of the drone, and change. Presto! Instant Peter.

This time, however, Peter's dressing routine was interrupted. The wrestling arena had a side door leading into the alleyway, and out of it burst a man. A man who had clearly just robbed the arena of that night's take, judging from the bulging bag of money that he was holding tightly. Peter watched the guy go. Following after him came two armed guards, both of whom fired into the empty night. But the thief was long gone.

"Shit!" one of the guards said.

"That's putting it mildly," the other one said. He spotted Spider-Man. "Hey! You in the costume! Why didn't you stop that guy?"

"What do I look like, a cop?" Peter answered. "Why didn't you stop him? It being your job and all?"

The first guard didn't like Peter's comments and made as if to charge the webslinger. The second guard held him back.

"Get out of here," the second guard said, his voice full of contempt. "Guy who only cares about himself ain't welcome on my block."

"Guy stupid enough to stick his neck out for people ain't welcome on mine," Peter retorted before swinging away.

What did that guard know, anyway?

Peter found another place to change and then made his way leisurely back home, whistling all the while. It had been a good night, and he had gotten some great footage. He would edit it in the morning before school and then upload it when he got home. It would be great!

Peter was so lost in his daydream that he walked right into the police line. The sudden stop shook him out of it, and he looked down to see the distinctive yellow tape stretched across his belly. For a moment, he wondered if he had taken the wrong turn somewhere.

A quick glance disabused him of that notion. Peter felt his stomach drop out through his feet.

"Aunt May!" he screamed. "Uncle Ben!" He ducked underneath the tape and raced through the crime scene. He was in his aunt's arms before the cops could stop him.

"Oh Peter," she cried as she hugged her nephew tight. "Oh Peter…"

"You must be Peter Parker," another voice said. Peter turned to see an older man, lean and gaunt and with grey hair staring down at him. The man wore a dark blue suit with a white shirt and black tie. A badge stenciled onto one of the suit pockets identified him as a cop.

"That's me," Peter answered.

"Peter, I'm Captain George Stacy of the NYPD. I'm afraid I have bad news for you, son," the cop said.

"No," Peter said. Captain Stacy continued:

"A burglar broke into your house tonight. Your uncle surprised him and the burglar shot him. I'm sorry. He didn't make it."

"No!" Peter screamed. Captain Stacy shook his head.

"I'm sorry, son. I really am. I wish there was a better way to break it to you. But there isn't. Don't worry, we'll get him. We've had our eye on this slug for some time, and this isn't the only place he's broken into tonight. We'll stop him."

Peter burst into tears. Aunt May hugged him tighter. Another figure rose up from beside Captain Stacy, this one both larger and much more unkempt. He looked a lot like Flash Thompson, except that he had none of Flash's humanity or warmth.

"We got him, Captain," this other officer said. "He's holed up at the old Acme warehouse at the waterfront. He can't escape us now!"

"No, but he can hold off an entire army in that place," Captain Stacy said grimly. Turning back to Peter and his aunt, Stacy said: "Don't worry about anything. We'll get him."

"Thank you, Captain," Aunt May said. "But that won't bring my husband back!"

"No," Stacy admitted. "It won't." And then he and the other officer left.

Peter waited until Aunt May was asleep before sneaking out in his Spider-Man costume. He didn't need to wait long; Aunt May had cried herself to sleep almost as soon as the cops had left. That left only one bit of business: revenge!

Peter knew the old Acme warehouse as well as Captain Stacy did. It had been the front for Russian terrorists coming into the U.S. and as such had indeed been designed to hold off an army. Once President Clinton had been sworn in, she had immediately sent Special Forces after the place. The result had been a three-week stand-off, only finally resolved by Colonel Nick Fury's expertise. As a reward, Col. Fury had been shipped off to the Middle East while Hilary had reaped all the rewards. Peter figured New York should have been grateful; had Trump won, he probably would have nuked the place. Or given the terrorists inside total control of New York, given the revelations about him that the FBI were now releasing.

It didn't matter. The Russians had never built their front to keep out such a fantastic character as Spider-Man. Why should they? People like him didn't exist, according to Russia. They were figments of American imagination, nothing more.

And that belief gave Peter a major advantage. For while the cops kept the murderer busy, Peter could slip inside and confront Uncle Ben's killer!

And that is what he did. After racing across town, Peter found that the cops still had the warehouse surrounded. He wasn't surprised; the police would not be eager to rush the warehouse and the murderer wouldn't be eager to rush into the police. It was time for Peter to act.

Peter found the perfect spot from another warehouse rooftop to swing into. He fired a web line onto the Acme roof and, after a few experimental tugs to make sure it was attached securely, swung in through the window. Peter landed with a soft thump, rolling to his feet as he did so. From what he could tell, nobody had heard him. He leaped onto the ceiling scuttled forward, searching for the murderer.

Peter found his prey, leaning against the wall between two of the warehouse windows. Peter guessed that the killer was trying to avoid giving a sniper an easy target, but it wouldn't help him against Peter's wrath.

"Just a little longer," the murderer muttered, just loud enough for Peter to hear. "I just got to hold out for a little longer. Once it gets dark enough, I'll be able to escape." He didn't sound very sure of that to Peter, but Peter didn't care. Peter would make damn sure he didn't escape.

"You'll never escape again, murderer!" Peter yelled as he swooped down upon his enemy from the ceiling. The killer was startled, but he had enough presence of mind to shoot at the red and black figure coming down on him. Unfortunately for the killer, surprise had ruined his aim; he fired just past Spider-Man's shoulder.

Fortunately for the killer, Peter's aim was not much better. He landed just short of his prey, who vamoosed.

"There's no place on Earth you can hide from me!" Peter said as he chased the killer into a corner. The killer whirled around and steadied his gun, but Peter was too quick for him. Peter shot a web line into the killers gun and jerked it way. Then he set up the killer with a vicious right hook. That was the last blow Peter got in, however, as he got a good look at his prey's face.

"Oh God!" Peter breathed. It was the burglar he had let get away earlier, the one from the arena! He had killed Uncle Ben!

Peter sat down and cried. He didn't know what else to do.

"Listen, George, I have the utmost respect for you," the SWAT team leader said. He was big, black, and impatient. "But we've heard gunshots from inside the warehouse. Plus the sounds of a struggle. I'm telling you, we have to go in!"

George Stacy grimaced, but nodded. "You're right Frank," he said. "Gather up your team and…"

"Captain! Look!" one of the other officers shouted, pointing towards the warehouse windows. Both George and Frank turned around to look and saw the most peculiar sight. Their prey was being slowly lowered down from the warehouse window with what looked an awful lot like a spider's web. As the killer got lower, they saw that he was wrapped up in the same substance.

"Now what the hell do you make of that George?" Frank asked.

George shook his head. "It's a weird world Frank," he said. "We're just living in it.

* * *

 _Author's Notes:_

 _Well here it is, the first chapter of The Amazing Spider-Man! I took the structure and general plot of the story straight from Amazing Fantasy #15, hence the chapter title. There's been some modernization and some switching around of the plot, but otherwise I didn't do much to change the Lee/Ditko original. See you next time, true believers!_

* * *

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. Uatu the Watcher created by Stan "The Man" Lee and Jack "The King" Kirby. John Constantine created by Alan Moore.


	2. The Amazing Spider-Man!

The Amazing Spider-Man! Chapter 2, Part 1

Benjamin Parker was dead. The sun shone brightly down at the small crowd gathered at his funeral. There weren't many of them, friends and family from the Queens neighbourhood that had been Ben Parker's home for five decades.

Chief among the mourners were Ben's wife, May Parker, and his fifteen-year-old nephew, Peter. Peter had an additional reason to mourn, one that could never be suspected by his fellow mourners.

 _It's all my fault_ , he thought. _I could have stopped that thief! But I didn't! I let him get away. All because I looked out for number one._

The service did little to soothe Peter's troubled emotions. The Parker family had been a part of the Episcopalian Church for decades, and their minister was a drunken lout. He slurred his way through the service, all while Aunt May cried beside him. Peter shot the occasional glare at the minister, but that didn't help much.

Peter looked out over the crowd. He knew most of the mourners; old friends from the neighbourhood or Ben's old co-workers. There was Rabbi Rosenberg with his unkempt beard and perpetual wide eyed stare. He too was glowering at the pastor. Beside the Rabbi stood Khayrat Ali, the local imam, imperious and grand in his robes. Peter was glad those two were there. There was Uncle Ben's old boss, sobbing quietly in the back row of the gathering. Beside him were two people that Peter didn't know. One was a large, squat black woman in a black suit with a broad-brimmed hat. Beside her was another woman. Probably Latina, Peter guessed, based on the woman's skin colour. But he could be wrong. In a city as diverse as New York, it was dangerous to assume a person's heritage based on their skin colour alone.

The ceremony wound down. Uncle Ben's coffin was slowly lowered into the open grave. Peter scowled at the sky. It wasn't fair that the sun should shine so brightly when all happiness seemed to go out of the world. As far as Peter was concerned, everything should be overcast and grey.

With Uncle Ben's casket safely lowered into the grave, Peter joined those who dumped handfuls of dirt into the hole. Then he left. He needed to be alone for a bit.

Apparently Aunt May disagreed, for she followed her nephew to a bench near the grave. They both sat down and cried. The sound of a throat being cleared snapped them out of it. Peter looked up to see the two women he had spotted earlier. The larger of the two women spoke:

"You must be May and Peter Parker. I'm Amanda Waller, this is Agent Avesta. I'm so sorry for your loss."

"Oh, yes," Aunt May said. "Mrs. Waller. You were my husband's last client for his woodworking. It's so good of you to come."

"It was the least we could do," Waller replied. "I'm only sorry I wasn't able to meet your husband in person. He sounds like a wonderful person."

"Yes, thank you," May said before breaking down in sobs.

"Not that you'd know that from the service," Peter muttered bitterly as he rubbed Aunt May's back. Angry tears streamed down his face.

"Your minister's delivery does leave a lot to be desired," Agent Avesta agreed, casting a backwards glance at the funeral crowd.

"That's an understatement," Peter muttered. Waller snorted in agreement.

"I suppose you're here about that carving," Aunt May said. Peter shot her an angry look. Surely this woman wasn't so crass as to discuss business at a funeral?

"We can pick it up anytime," Waller assured her. "I believe the agreed upon amount was twenty-five thousand dollars?" Waller arched an eyebrow at Agent Avesta, who promptly produced a cheque.

"That's…" May started as Avesta handed her the cheque. May stared at the cheque before continuing: "That's very generous, Mrs. Waller. But we can't possibly…"

"Generous? Please," Waller snorted. "I'm shorting the man. His work was worth more, a lot more. But that was what we agreed on and that's what I'm going to pay."

"Thank you," Aunt May breathed. Waller stared at the older woman for a minute or two before turning to Peter. "You take care of your aunt now, you hear me?" she said. "And if there's anything you need, anything at all, you just call me. Here's my card," she added. In her outstretched arm was a small business card.

"Thank you," Peter said, snatching the card out of her hand. Peter didn't like this woman, not one bit. He didn't like the way she flaunted her wealth or the way she had crashed his uncle's funeral. But he supposed he should be grateful; he knew damned well that his uncle had not charged this woman twenty-five thousand dollars. The most Uncle Ben had ever charged for his carvings was a thousand a piece. Waller gazed steadily at Peter for a minute or two before cracking a smile.

"Yeah, your parents didn't much like me either, kid," she admitted. "But what the hell. I was never here to be liked. You two take care. I'll see you around, Peter. Don't let high school get you down. You'll show all these cats before long." And with that, Waller and Avesta left, leaving Peter and Aunt May to ponder just what she had meant by that.

Amanda Waller and Agent Avesta were almost at Waller's car when Waller's phone rang. Waller dug around in her pockets to pull the phone out.

"Waller," she answered.

"Manda, what did I say about going to Parker's funeral?" Colonel Nicholas J. Fury demanded.

"I don't work for you yet, Nick," Waller countered. "The U.N. still hasn't agreed to fund S.H.I.E.L.D."

"Formalities," Fury said dismissively. "The Parkers worked for us, a long time ago. And Peter is way too young to know about what his parents did for a living."

"I don't disagree, Nick," Waller said as Agent Avesta opened the car door for her. Waller got in. "But I don't think that means we should disrespect them by not showing up for Richard's brother's funeral. Especially given that we don't know why Ben Parker died."

"You've been in contact with Captain Stacy of the NYPD," Fury said. "What does he say about the murder?"

"Nothing much," Waller admitted. "Captain Stacy may just be the only honest cop in the NYPD. He's definitely the only cop who doesn't care what Cadmus wants or what his superiors tell him to do. He's given me the brush off every time we talk. The only thing that Captain Stacy will confirm is that the killer robbed a wrestling arena earlier that night. It's pretty thin, Nick."

"Could be that's all there is to it," Fury suggested. "Not everything's a conspiracy, Manda."

"Maybe," Waller conceded. Agent Avesta got in the front seat and started the car up. "How's it going in the Middle East?" Waller asked.

"Great!" Fury answered. "We should have most of the major wars wrapped up in a couple of months. The Russians are being assholes, as usual, but we've made several key alliances with the locals, who are the only ones who really matter, anyway. Though Washington is probably not going to be very pleased with some of the deals we cut."

"Shouldn't have given you unilateral authority, then," Waller said. "Can't complain that somebody isn't doing what you wanted when you don't give them direction."

"C'mon, Manda," Fury said. Waller could almost hear his trademark grin over the phone. "Since when is anybody in Washington rational?"

Peter was helping his aunt clean up their house after the funeral reception when several sheets of paper fell out of his aunt's hands.

"Oh!" Aunt May said as the papers hit the floor. She hurriedly bent down to grab them, but Peter was too fast for her.

"It's all right, Aunt May," Peter said as he grabbed the papers. "I got them."

"Oh, thank you Peter," Aunt May said as she grabbed the papers out of his hands. "But you really shouldn't trouble yourself. I'm still spry enough to bend down!"

"Right," Peter said distractedly. May had snatched the papers as fast as she could, but it wasn't quite fast enough. Peter had been able to read them before she took them away, and saw that they were bills. Worse, that the bills were enormously high. "Aunt May," he said quietly, "how are we doing financially?"

May spun around, an angry look in her eyes. "You never mind, Peter!" she snapped. "You just worry about your studies. I'll take care of the finances!" And with that she spun on her heel and kept marching past.

"Right," Peter said again. But that was where his aunt was wrong. Peter was the man of the house, now that Uncle Ben was gone. And he had learned, however painfully, to never shirk his responsibilities again!

Peter raced up to his room and switched into his Spider-Man costume. Over the past few days, ever since Uncle Ben had died, Peter had resented his costumed alter ego. If he had never been bitten by that spider, if he had never put on that dumb costume, then maybe Uncle Ben would still be alive! But in his heart Peter knew that he was being silly. Spider-Man wasn't the cause of his troubles; Peter himself was. And Spider-Man just might give Peter a way out of it.

Peter was once again swinging through the rooftops, his drone following close behind him. This video would have to be extra special, he knew, and so he did far more acrobatic stunts than usual. Flips, backflips, swan dives, everything he could think of. He even webbed up a space between two skyscrapers and did a human fly stunt.

He only hoped it would be enough. The video was being live streamed this time, and he was getting all sorts of suggestions from his followers. Some of them were pretty stupid, but others were kind of cool. Like webbing up a space between buildings just above the street and using it as a trampoline.

As he bounced one more time on his makeshift trampoline, Peter hoped desperately that this would be enough to help his aunt.

It was all he had.

Peter's fans weren't the only ones watching his stunts, however. J. Jonah Jameson, owner, editor, and publisher of The Daily Bugle was also watching. And his stomach was knotting up every time Spider-Man did one of his insane stunts. He just knew that this kid would end up as pancake batter! And judging from the video's comments, he was just about the only person who had come to that conclusion. Fortunately, there was a lot he could do about it.

Jameson picked up the phone in his office and dialed. "Hello?" he said. "NYPD? Yeah, I'd like to report a disturbance…"

Peter wasn't getting as much out of web-swinging as he normally did. His worries about his aunt kept intruding. And he was about to have a lot more to worry about!

Peter's spider-sense tingled, almost causing him to drop from the web-line he was currently swinging on. He corrected instantly and swung his way to a rooftop where he could get his bearings. He looked around and saw them: a pair of NYPD helicopters bearing down on him. Peter wasn't sure what they wanted, but he was sure he didn't want to find out. Using the remote control on his belt, Peter summoned the drone to his hand and shut it off. He then strapped the drone to his back and took off. The police helicopters were right behind him. Peter was forced to lead them on a merry chase around the city before he finally spied an opening down near the Bowery. Peter quickly distracted the pilots with a couple of web shots and when they weren't looking, slipped down into an alleyway. There he changed clothes and walked out.

 _That was close,_ Peter thought. _I guess I pushed it a little too far?_

Peter arrived home a couple of hours later, to find his aunt parked in front of the T.V.

"Peter, have you seen this?" she demanded as soon as Peter walked in through the front door.

"Uh, no, Aunt May, I haven't," Peter said as he took off his shoes. He had already deposited the drone in his room before sneaking back around to the front door. Peter finished taking off his shoes and walked up to the living room where his aunt was sitting.

"It's that awful 'Spider-Man,'" May said pointing her finger at the T.V. "Look what he's doing!" she demanded. Peter looked. It was him, all right. Whoever the shot the footage of him was good; they captured everything Peter had done over the course of the day. "Do you have any idea how many people he endangered?" May demanded. "He must have broken over a thousand laws!"

And, looking at it now, Peter could see that his aunt had a point. Several times he came close to tripping up a car or a helicopter and there was at least one point where he almost flattened a couple of civilians. Peter felt a little sick. He hadn't learned his lesson after all.

The news cut to a press conference. It was J. Jonah Jameson himself. Peter felt even sicker. He didn't think he would like this very much.

"People of New York," Jameson said. "We have all seen the terrible actions committed by the criminal Spider-Man this day. We have seen the way he recklessly endangers the lives of others. We have seen his total disregard for the law! Laws that were put in place to keep us safe. Well, the Bugle will have none of it. We are committed to bringing this criminal to justice! We're already chasing down the account he uses to upload his videos. Soon, we will bring Spider-Man to justice!" The crowd whooped and cheered. Peter thought he would throw up.

"Isn't that just awful?" May asked.

"It sure is, Aunt May," Peter agreed. "Um, listen, I've got some homework I've got to finish. I'll talk to you later!" Aunt May waved him off and Peter dashed up to his bedroom.

He had to work fast!

A couple of hours later, it was all done. Peter had successfully shut down the Spider-Man videos, collected every cent from his various accounts and then shut down those accounts. Peter only hoped it would be enough to keep people from finding him. But he just wasn't sure.

END CHAPTER

* * *

 _Author's Notes:_

 _Just a short chapter this time, guys. In keeping with this series goal of being an update/re-mix of the Lee/Ditko years, this chapter is also taken straight from a Spider-Man story. In this case, Spidey's first story in his own book! This is just part one; part two will be all action as Spidey meets Jonah's son and saves him from a terrible mishap! Stay tuned, you don't want to miss your regular dose of Spider-action! Also, I hope you guys like my little tease with Waller and Fury. They're going to be much bigger players down the road._

* * *

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. Amanda Waller created by John Ostrander, Len Wein and John Byrne. Nick Fury created by Stan "The Man" Lee and Jack "The King" Kirby. Agent Iman Avesta created by Telltale Games.


	3. The Amazing Spider-Man! P2

The Amazing Spider-Man! Chapter 2, Part 2

To say that life was not going Peter Parker's way was an understatement.

Peter stared at his computer. Several weeks ago, the ordinary high-school student had attended a science demonstration about a new procedure about splicing genes with radiation. During the demonstration a spider bit Peter, giving him new and fantastic powers. Peter had used those powers to become Spider-Man, YouTube's newest sensation!

Bu it had all gone wrong. During one of Peter's stunts he had stopped outside an old wrestling arena while it was being robbed. Peter could have stopped the robber but didn't, an act that would have dire consequences. For when Peter returned home, he found that the robber had already beaten him there and killed Uncle Ben!

Peter had gotten his revenge on the killer, but it had been a hollow victory. With Uncle Ben dead, the Parkers were without insurance or steady income. And sickly Aunt May was getting sicker. Peter had once again turned to his Spider-Man identity to help pay the bills, but that, too, had come to disaster. During his last series of stunts, Peter had recklessly endangered several innocent people. J. Jonah Jameson, legendary owner and publisher of the Daily Bugle, had turned on the wall-crawler, demanding that he be brought to justice. Peter had only erased his trail one step ahead of the investigators, but he was still in a bad spot. Even now Jonah was taking up precious and expensive internet space to put an end to Spider-Man. Peter didn't know what to do.

He sighed and got up from his desk, stretching as he did so. Peter glanced in a mirror. He was tall and skinny. Though the constant work-outs as Spider-Man had put some meat on his bones. His face was still awkward and misshapen, not yet having come into its own. Curly brown hair sat atop his head. Dark brown eyes stared back at him, tired and defeated. Peter was tired and defeated. Sometimes it…

A message popped up on his computer. Peter turned to look. Astronaut John Jameson was about to test a new commercial kind of space craft, powered by ions. Peter glanced down at his watch. If he hurried, he might make it. He scrambled to get dressed. If this didn't get him out of his funk, nothing would.

Hours later, Peter was down at the launch site, feeling much better. Hundreds of people were gathered to watch. Even Flash Thompson was there! Peter couldn't imagine what the jock was doing at something intellectual like this, but he was almost glad to see him. Peter hadn't talked or even noticed most of his classmates the last month. Flash was, pun intended, a flash of something familiar.

Peter looked around the launch site. It was smaller than a traditional site would be, probably because these new ion drives didn't produce that big of a bang when they started up. Still, Peter wouldn't want to get close to one on take-off, and the arena had been duly roped off. Everybody watching the launch was as far away as possible.

"Hey," said a voice behind Peter. He turned around to see Flash. "Uh," Flash said hesitantly, "I heard about your uncle. I'm, uh, I'm sorry." Flash was the big man on campus, both literally and figuratively. He had broad shoulders that tapered down ward to a narrow waist which sat up piston like legs. Curly golden hair sat atop a thick square head. He wore the Midtown High's sports jacket over a green shirt and dark blue pants.

"Uh, thanks Flash," Peter said. He was surprised by the other boy's compassion, and a little moved by it. "I guess you heard it from your dad, huh?"

"Yeah," Flash said. "Yeah, he told me. He was one of the first responders."

"I remember him," Peter said. He shook his head. "You don't know how good you have it, Flash," Peter added. "Both parents still alive and all."

A look of pure murderous fury crossed Flash's face, which surprised Peter even more than the earlier compassion did. It passed as quickly as it came. "Just lucky, I guess," Flash said. Then, as though to change the subject, he turned back to the launch site and said: "Look at that! They say that if this works, it'll make space travel easy and affordable for everyone within ten years. Can you imagine? We'll be living in Star Trek!"

"It's pretty cool," Peter agreed. "I think I'm gonna wait until the bugs are ironed out, though. Something goes wrong in one of those, there wouldn't be enough of you for the cops to identify!"

"Ah, you're just chicken," Flash sneered.

"I bet even Spider-Man would think twice about getting on one of those," Peter said.

"You're on!" Flash replied. "Spider-Man ain't afraid of nothing!"

"I'll take that bet," came another voice from behind the two boys. Peter and Flash both turned around to see a young man a little older than they were come up from behind them. He was taller than Peter and just as skinny, with a small afro. The man wore a green and white t-shirt over a pair of jeans and red Converse All-Stars.

"Name's Randy Robertson," the man said. "And I say that Spidey's learned his lesson about stupid stunts and endangering people needlessly. He would definitely think twice about jumping in that thing."

"Ah, that jerk Jameson's making stuff up," Flash said dismissively. "Spidey's not a menace! He's my hero. Anyway, the name's Flash. Flash Thompson."

"Peter," Peter said. "Peter Parker."

"Pleased to meet you both," Randy said. The P.A. system came on, warning everybody to take their seats, the launch was about to start. Flash ran back to his friends. Randy stayed with Peter as they settled into the hillside, talking about the future.

Down by the launch site, J. Jonah Jameson was having one last pep talk with his son.

Jonah was a big man, over six feet. He wore a flattop that was greying at the temples and a toothbrush mustache. Today he wore a purple pinstripe suit with an orange tie and white shirt. His trademark cigar was nowhere to be found.

"This is it, John," he said. "Make your country proud of you son—as proud as I, your father, am today!"

John Jameson was a little shorter than his father and he lacked the former's infamous mustache. Otherwise the two were identical. He wore a blue spacesuit and a white helmet with red trim. John said: "I'll do my best, Dad—I promise!"

A third figure bearing a pilot's uniform, chimed in: "Good luck to you, boy!"

A few minutes later, John was in the capsule and preparing for lift-off. A steady robotic voice counted down from fifteen. When the voice hit zero, John hit the switch. A low steady rumble filled the cabin. Within seconds, the capsule lifted off. John grinned underneath his helmet. This would be fun!

Once John hit the agreed upon altitude, he put the capsule through her paces. First, he buzzed the crowd watching the demonstration below. Then he pulled a loop the loop, one after the other. Finally he put the capsule through a corkscrew turn. As pulled out of the turn the controls stopped working!

"Mayday, mayday," John said into the microphone. "Craft is out of control. I repeat, craft is out of control."

Down in the command centre, Jonah and the flight commander happily watched John's stunts when the distress call came in.

"What is it? What's wrong?" the flight commander demanded of the technician who had received John's call.

"Hold on sir," the technician answered. She fiddled with something on her computer screen before answering: "The capsule is out of control, sir. Component 24-3B has broken loose. Condition red!"

"Without the missing part he will continue to go into lower and lower orbit until he crashes to Earth," the flight commander said.

"You have to save my son's life!" Jonah demanded.

"Relax Jonah," the flight commander said. "We have a contingency plan. We'll get your son down, don't worry."

"Something's wrong, Randy," Peter said, staring up at the bright speck in the sky that was the capsule.

"How do you figure, Pete?" Randy asked, following Peter's gaze.

Peter couldn't tell Randy about his spider-sense, so he pointed at the capsule and said: "Look, he's going around in circles now. I think that when he pulled out of that corkscrew turn, something went wrong."

"You must have better eyes than me, Pete," Randy said. "Because I can't see anything…" The P.A. came on again:

"ATTENTION PLEASE! ATTENTION PLEASE! WE ARE CURRENTLY EXPERIENCING TECHNICAL DIFFICULTIES! WE That YOU REMOVE YOURSELF FROM THE TESTING AREA IN AN ORDERLY FASHION!"

"Man, did you ever call it," Randy said, scrambling to get up.

"Yeah," Peter said as he did the same. "And boy, do I wish I was wrong!"

"You and John both," Randy said. He turned to Peter. "You want a ride?"

Peter looked at him askance. Peter knew the only way to save John Jameson was to don the Spider-Man costume once more. Randy giving him a ride home would let Peter get to his costume faster and have a better chance of saving the astronaut. But it might also compromise his secret identity…

"Yeah, that'd be great," Peter said. It was worth the risk.

Peter was done letting people die on his watch.

Randy pulled up on the quiet Queens street and stopped the car. Peter hurried out.

"Thanks for the ride, Randy!" Peter shouted as he rushed into the house.

"No prob!" Randy responded as he drove away. Peter burst in through the door. Fortunately, Aunt May wasn't there. Anna May Watson, their next door neighbour, had taken her out for the day. Peter was grateful. There was no one here to catch him as he rushed upstairs and changed into his Spider-Man costume. It was time to do the right thing for once.

With only the most cursory of glances, Peter leapt from his window in full costume.

Next door, a pale-skinned, freckle-faced redhead stared glumly out the window. Her name was Mary Jane Watson, and she had run to her aunt's house after another fight between her parents. MJ, as she was known, tried to keep up a positive front for her friends, but it was hard. She didn't understand why her father was frustrated or why he was taking it all out on his daughters and MJ was hurting. Just then a red-and-black clad figure caught her eye. It was Spider-Man!

MJ burst into a great big grin. Just the sight of the burgeoning hero was enough to convince her that everything would be all right.

Peter, unaware of his attractive neighbour's thoughts, swung his way back to the launch site. He only hoped he wasn't too late!

"We've restored contact with your son, Jonah," the flight commander said. "And between us, we've figured out what the problem is."

"Great!" Jonah said, a fresh cigar firmly clamped between his teeth. "How soon can you fix it?"

The flight commander shook his head. "That's the bad news, Jonah," he said. "We have a spare part that could fix the problem, but there's no way we can get it to your son in time!"

"There is now," came a distinct, albeit muffled, Queens accent. The flight commander and Jonah whirled around to the command centre's window to see a strange figure perched inside of it. He wore a red and black body suit with a small black spider on the front. The red parts were covered in black lines like webbing. His face was covered by a red mask similarly decorated. Huge triangular white eyes stared out at them.

"Spider-Man!" Jonah sputtered.

"I can get the part to Captain Jameson," the masked figure said. "But I need a jet to get me into the air."

The flight commander stared at Spider-Man for a minute before nodding. "Okay kid," he said. "I don't like it, but you're probably our best hope. I'll call the jet. I've got just the pilot for you, too."

"What!?" Jonah demanded. "Are you crazy? This is Spider-Man we're talking about! A menace, a publicity hog! He's going to get himself killed! Why the hell are you doing this, anyway?" he demanded of Spider-Man.

Spider-Man's eyes narrowed. They must be mechanical, Jonah realized. "Because you're right, Jonah!" the masked man answered. "I have been a publicity hog and a glory hound! And it's done more damage than you will ever know. It's time to make amends. Besides," Spider-Man added, with a touch of dark humour, "if I'm wrong and don't make it, what do you care? Just one more menace gone from the world, right?"

Jonah dropped his cigar from rage and surprise. "Why you little…!" he began. The flight commander cut him off.

"The kid's right, Jonah. And we don't have time to debate the subject. I've already called for the jet," he added to Spider-Man. "There's an emergency hangar on the north side of the site. Move your ass, kid! You're the only who can help John now. The part will be waiting for you when you get there."

"I'm gone," Spider-Man said and slipped out the window.

"This is crazy! This is some goddamn Ben Grimm shit, right here!" the jet pilot, one Hal Jordan, said over the jet's radio system.

"It's the only way!" Spider-Man replied.

"It's still crazy," Hal said. "I'm taking you up, in a re-purposed fighter jet, so you can swing onto an experimental space capsule and manually re-install a spare part for the guidance system! Without giving you a parachute or oxygen!"

"I'm fine," Peter said. And to his surprise, he was. Maybe that spider bite allowed him to function with less oxygen than a normal human? It would explain a lot. As for the parachute, well, he had that covered. The real trick would be getting on to the capsule in the first place.

Peter had reached the emergency hangar in record time. The jet hadn't even been fuelled yet. Peter had to wait precious seconds while the jet finished its check-up and Hal had gotten ready. Finally they strapped him in with the spare part and Hal had gunned the jet for all she was worth to get the two of them up to John's capsule. Even now they were gaining on the out-of-control spacecraft.

"Of course you are," Hal muttered. "Crazy mutants, you're worse than me! You're just lucky I was still on the East Coast, Spider-Kid. No other pilot in the world could do this stunt! Not in a standard jet, anyway. Not even Steve Trevor, and she's the best in the business. We're there! Get ready! I'm popping the hatch!"

The back section of jet's canopy came off with a pop that was lost in the howling wind. Peter unbuckled himself and climbed out of the seat. The capsule was still there, spinning lazily in the wind.

 _I've got to time this just right,_ Peter thought. One false move and that would be the end of it, for both him and John. Not to mention all the other people down below when the shuttle crashed. Hal must have had the same idea, because he angled the jet in closer, bringing them directly alongside the spacecraft. Peter saw his moment and fired a pair of web lines onto the craft. The craft yanked him off the jet. Hal stuck around long enough to make sure Peter was on the jet before winging away.

 _Godspeed kid_ , Hal thought as he flew off. Crazy mutants.

Spider-Man reeled himself on to the capsule, fighting the wind and the speed all the way. It was brutal. Never before had Spider-Man been so grateful for his super-strength, for if he did not have that, he would never have been able to haul himself up on to the capsule. The wind alone would have killed him. Even as it was, it tore through his suit, rattling Peter Parker's young bones. It was all he could do just to stay on!

But stayed on he did! Slowly, Peter made his way to the bottom of the capsule where the part had fallen out. He stared at the little hole where the missing piece was meant to fit and swore, silently. It wasn't just a case of the part falling out; the snaps that held the part in place had broken off! Peter would have to web the part in. Gingerly, he placed the part in the hole, re-connecting all the wires as he did so. Then Peter used the last of his webbing to hold the part in place. Working quickly, he replaced the web cartridges. The capsule's external speakers came on.

"Hey! Who's on this bird?" Captain Jameson demanded.

"Just your friendly neighbourhood Spider-Man!" Peter replied. "Don't worry Captain, you're good to go! Just be careful setting her down, I'm not sure how much this jury-rig can take!"

"You got it," Jameson said, and slowly turned the capsule back towards the launch site to put her down. Peter stayed with the capsule long enough to make sure that webbing held in place before leaping off. Using his webbing, Peter fashioned a parachute to land on the ground. The web-chute did pretty well; unfortunately Peter had no experience in sky-diving and landed flat on his face.

 _I just thought of something_ , Peter thought as he hauled himself up. _How am I going to get home?_

Captain John Jameson landed his craft safely back at the launch site. As soon as he touched down, Jonah ran out onto the site to greet his son.

"Dad! Put me down!" John laughed as Jonah picked up his son and whirled him around.

"My boy! Oh, my boy! Never do that to your old man again!" Jonah admonished as he set his son down. A dozen technicians came pouring out of the command centre to look the spacecraft over. Along with them came the jet pilot, Hal Jordan.

"Hal! I should've known it was you flying that jet! Only you'd be crazy enough to carry Spider-Man up to an out-of-control rocket!" John said as he hugged Hal.

"Crazy, hell! That was something straight out of the Ben Grimm playbook!" Hal said as he returned the hug. "What happened to Spider-Kid, anyway? He disappeared!"

"He jumped off the capsule after he'd fixed it," John said, shaking his head. "Spun a web like a parachute and dropped down. I ask you Hal, is the whole world going nuts?"

"Dunno, spaceman," Hal said thoughtfully. "It's a different world, for sure."

"Captain! Come look at this!" One technician shouted. Hal, John and Jonah all rushed forward to see the technician pointing at the guidance part.

"What is it? Did Spider-Man bungle it?" Jonah asked.

"No sir," the technician said with a shake of her head. "He did great, in fact. But I know why the guidance unit fell off!"

"Why?" John asked.

"Sabotage!"

Much later, in a darkened New York alley…

"You failed," said a mysterious figure in a long coat and fedora. He was staring down another figure similarly dressed.

"I did not," the second figure said. "The job went off without a hitch. It's not my fault the wall-crawler got up there and replace the part! How the heck did he do that, anyway?"

"It doesn't matter," the first figure said. "What matters is that John Jameson is still alive and the American commercial space program is going strong. The Krem-"

"Hey! Keep your voice down," the second figure said. "Our candidate didn't get in, remember? Maria Hill, that crazy bitch, smoked us. It's not safe here."

"Right," the first figure said. "Here's your next assignment," he added, handing over an envelope to the second figure. "Don't fail this time." With that, the first mystery figure disappeared into the midnight fog.

"And goodnight to you, too, jackass," the second figure said before pulling the same disappearing act.

He knew just how to complete this assignment, too, and how to get revenge on Spider-Man!

By the time Peter had made it home, changed back into his civilian clothes and walked back in through his front door, it was well past supper time.

"Peter? Is that you?" May asked from the living room.

"It sure is, Aunt May," Peter said. "How was your day out with Mrs. Watson?"

"Fine dear," May said. "What about you? What did you do all day?"

"I went to that launch test, with the experimental spacecraft? And then I spent the rest of the day at the library," Peter said as he took off his shoes. "Kind of dull, actually. Other than when the spacecraft went haywire."

"They're talking about that on the news," May said as her nephew walked into the living room.

"Oh? Did they ever find out what caused the problem?" Peter asked.

"They didn't say," May said. "But look! Mr. Jameson is on T.V."

"… And while I respect what Spider-Man did to save my son," Jonah was saying, "I still say he's a menace and a glory hound! In fact, he admitted as much to me just before he swung off! Worse, he admitted that his antics have already cost lives! So if you're out there watching this, Spider-Man, I implore you! Stop! Let this act of heroism be your legacy! Don't let anybody else die because you're a glory hound!"

 _Not quite the response I was hoping for_ , Peter thought. _But maybe Jonah has the right of it. Maybe all Spider-Man is good for is endangering people! Maybe it's time to stop!_

* * *

 _Author's Note:_

 _Who here wants Peter to stop being Spider-Man? Nobody? That's what I thought! Of course, we do have the advantage of fifty years of Spidey being a hero, whereas this Peter is just learning his destiny! I hope you all enjoyed the cameos of Hal Jordan and Randy Robertson! Hal has left for his own destiny, but stay tuned! Because we will get to his adventures soon. Randy, of course, will continue to be Peter's friend and mentor through the next few months. A friend he will desperately need, as next time, Peter must face off against the wily Chameleon!_

* * *

The Amazing Spider-Man created by Stan "the Man" Lee and Steve Ditko. Hal Jordan created by John Broome and Gil Kane.


	4. Beware The Chameleon! Part 1

The Amazing Spider-Man!: Chapter 3-Spider-Man vs. The Chameleon! Part 1

In an abandoned warehouse in Brooklyn, two strange figures stared at each other across a wooden folding table.

The first figure was Sergei Utkin, a Russian businessman who was actually a long-standing spy for the Kremlin. After the disaster that had been the Donald Trump campaign, where Russia's agent had died of a heart attack and the subsequent investigation by Maria Hill, most of Russia's agents were either dead or shipped back home. Utkin's cover had been a little more secure: as far as anyone in America was concerned, Utkin was an exile and a fierce critic of Putin. It was a lie, but it was a lie that that had served Utkin well over the years.

He looked over at his companion and curled his lip in disgust. Utkin was short, overweight and balding. He was dressed in a wrinkled brown long coat over a brown suit and white shirt with a black tie. You wouldn't have looked at him twice had you passed him in the street.

Utkin's companion, however, was another creature entirely. His face was a white featureless mask. He wore a green jumpsuit with a yellow vest over top. Utkin was sure that this agent was a mutant or gay or any one of the hundred other things that sought to erode Russia's power and influence over the world. Unfortunately for Utkin, he was necessary. For the Chameleon could become anyone. And that allowed him to sneak into America's most sensitive locations and disrupt them. A tactic that had become necessary since that warmonger Clinton had won the damned election. Stupid Americans!

"Relax," the Chameleon said. He knew what Utkin thought of him and didn't particularly care. The Chameleon himself was Russian, he was loyal to his country. Whatever some low-ranking bureaucrat or even the president himself thought didn't matter. What mattered was that America could not be allowed to destroy Russia, at any cost.

"Relax?" Utkin snorted. "You bungled the last job!"

"No, I didn't," the Chameleon answered calmly. "The actual sabotage went without a hitch. If that loathsome spider hadn't gotten involved, John Jameson would have been roadkill."

"And now they know it was sabotage!" Utkin said. "They will suspect Mother's involvement!"

"How?" the Chameleon said. "Ferris Air and Space is a private American company. They've got a lot of competitors, any of whom might be willing to do a little corporate sabotage. You worry too much."

"And you worry too little," Utkin countered. "Your next job is to steal missile defense plans. What if Spider-Man gets involved again?"

"Relax," the Chameleon said. "I've got just the plan to take care of that spider. Don't worry about a thing, Sergei. I've got it all worked out…"

Several hours later, Dr. Reed Richards of the Fantastic Four was waiting for an elevator at the U.N. building in Manhattan.

Richards was tall with brown hair that was going grey at the temples. He wore, not his usual blue jumpsuit, but a navy blue suit over a white shirt and dark red tie. An unlit pipe hung from his mouth. He frowned in concentration.

The elevator opened. Richards got in without looking. He finally looked up when somebody said: "Richards."

Reed turned to face Victor von Doom, current dictator of Latveria. Doom was dressed in a suit of metallic armor covered by a green tunic and cowl. A boxy helmet with square eye and mouth holes covered his head. Richards and Doom had been rivals since college, and their mutual acquisition of superpowers had not put a dent in that rivalry one bit. Today, however, they were on the same side.

"Victor," Reed responded. "How are you doing?"

"I am well, Richards," Doom answered. "And yourself? I do not see your compatriots here. They are not interested in the fine art of governance?"

"Johnny probably isn't," Reed admitted. "But no, they're all here. Ben has to use the service elevator, so they went on ahead."

"Ah," Doom said. He shook his head. "I understand you are here to give a speech against the increased military build-up?" he asked.

"I am," Reed said. "They're making a mistake, Victor. Russia and the States both. Russia wants to build its empire up again, and Washington thinks it can stop the Kremlin with drones. Haven't they learned anything from the Middle East?"

"Apparently not," Doom said dryly. "I would not have thought, given your politics, that you would have opposed opposing Russia?"

"I don't," Reed said. "I think what Putin's doing is dangerous on the international scale and fascistic within his own country. But the way Washington is going about it is going to get us all killed!"

Hours later, Reed exited the U.N. General Assembly Room, shaking his head. He, Victor, and the ambassadors from Wakanda and Atlantis had all begged the General Assembly stop the collision course that Russia and the U.S. were on. It hadn't worked. Russia and her allies through their weight around, bullying any and all members they could get their hands on. The U.S. and her allies, on the other hand, adopted the usual sanctimonious position of being the defenders of democracy and human rights, trying to take the moral high ground. China and her allies stayed out of it, letting the two powers tear each other apart. As long as nuclear war was avoided, China would come out the victor in any war between Russia and the U.S. A war that seemed closer with every passing hour.

"You know, I'm all for opposing Russia," Benjamin Grimm said from behind Reed. Like Reed, Ben had been changed radically by the accident. Unlike Reed, Ben could never pass as a human again. He was forever trapped as a giant orange rock monster, the only remnants of his former humanity was his bright blue eyes. For the sake of redundant decency, he wore a pair of blue trunks with the Fantastic Four logo stamped on them. "But where does Nikki Haley get off pretendin' that States is the land of freedom and justice? Two more black kids were whacked by cops while we were listenin' to that noise! Plus that little shit Spencer and his crew of Neo-Nazi's are still runnin' around. Cops won't do nothin' about them."

"The States ain't perfect," John Storm agreed. Johnny was the youngest of the Fantastic Four. He was tall, blond and handsome. He wore a red tee that said "Flame On!" and blue jeans over sneakers. Reed had tried to get Johnny to dress up for this meeting, but Johnny wasn't interested. "But who else is going to stop Putin and his gang? China? They aren't any better!"

"That's the truth, Matchstick, that's the truth," Ben agreed with a sigh. "And the Chinese ain't interested, either. They're just going to let us whale on each other while they reap all the benefits."

"There isn't anything we can do about it," Sue Storm sighed. Sue was Johnny's older sister and Reed's long-time business partner. She was tall and blonde like her brother. Sue wore a tight-fitting dark blue suit with a pencil skirt that showed off her long legs. She strode purposefully on high heels. "Unless we want to start using our powers to influence governments," she added.

"We may not have a choice," Reed said heavily, speaking up for the first time since leaving the chamber. He was about to say something else when somebody spoke up from beside him.

"Dr. Richards?" The Fantastic Four turned to see a large black woman in a black suit. Beside her was a taller woman in a charcoal grey suit with brown hair and brown eyes. Johnny immediately slicked back his hair and said:

"Well hello gorgeous. And who's your heart stopping friend here?" The two women shot him a barely amused look. Ben grabbed Johnny and shook him.

"You flamin' drumstick," the orange golem said. "Can't you see they wasn't talkin' to you?"

"Dr. Richards, I'm Amanda Waller," the first woman said. "This is my colleague, Agent Iman Avesta," she added, gesturing to the second woman.

"Peace be upon you!" Johnny said, as he was still being shaken by Ben. Naturally this caused Ben to shake Johnny harder.

"That is a terrible pickup line and you should be ashamed of yourself," Agent Avesta said.

"Matchstick here got no shame," Ben said as he continued to shake Johnny.

"That's true," Sue remarked, shaking her head. "I'm sorry. My brother is… not a jerk, really. He's just kind of inappropriate at times."

"It's all right," Avesta said. "I get that a lot. But I'm not interested, okay, Johnny?"

"Okay," Johnny said. Ben put him down.

"Moving on from Johnny's predilections, what can we do for the director of Cadmus?" Reed said, focusing on Waller. Waller's face twitched at the mention of 'Cadmus', but Reed didn't care. He knew all about the top-secret superhuman research project, and he opposed it with every fibre in his being.

"I'm afraid it's something we need to discuss in private," Waller said. "If you'll follow me?"

A few minutes later, the Fantastic Four, plus Waller and Avesta, were seated in a tiny office. A video was playing on a computer. One that showed the Spider-Man ransacking a government facility.

"That facility contained highly classified information," Waller said. "Specifically on our anti chemical and biological weapons preparations."

"Now why would that kind of information be kept secret?" Reed asked. Waller shrugged.

"Beats me," she said. "I'm not cleared to know what's in those files, only that they existed."

"Lady, your job is nuts," Johnny said. Avesta laughed.

"You don't know the half of it, kid," she said.

"That's not the point," Sue said.

"No, the point is that that Spider character went and broke into a government facility," Ben said. "I always knew that jerk would be trouble!"

"I don't think it is Spider-Man, Ben," Sue replied.

"I don't either, Ms. Storm," Waller agreed. "For one thing, this guy shoots his webs out of a gun. All the footage we have of Spider-Man shows him shooting webs out of his hands, not a gun."

"Plus, this Spider-Man doesn't seem to have any of the real one's agility or strength," Avesta added. "You can see him struggle with the security doors, for example."

"So it isn't the wall-crawler," Ben said. "Any idea who it really is?"

"No," Waller admitted. "That's where you come in."

"I hate to break this to you, Director, but we don't know who Spider-Man is either," Reed said.

"I was afraid of that," Waller said. "But I still think you're our best bet to bring him in alive. The original, I mean. If I can get a chance to talk to him, I can clear him."

"Why not call the FBI?" Reed asked. "Doesn't this fall under their jurisdiction?"

"It does," Waller agreed. She sighed and leaned back in her chair. "The truth is, Donald Trump won that election," she admitted. "Oh, I don't mean he won the vote or anything. But he took this country in his direction, and President Clinton isn't strong enough to face what's coming. Hate crimes are up. The police are getting more violent. Neo-Nazis and other white supremacists have been legitimized to a large degree. And it's only going to get worse."

"Mutants," Reed said grimly.

"Mutants," Waller agreed. "Aliens. Guys in power armour. Four rock heads who go up in space and come back with strange powers. The world is changing, and nobody in Washington is prepared for it. Not President Clinton, not Bernie Sanders or Elizabeth Warren or Kirsten Gillibrand. And sure as shit not the Republicans. And because they aren't prepared, the American public will turn to what they know best. Hate and fear."

"You're a cynic," Sue accused.

"You say that like it's a bad thing," Waller countered.

"It's not that I doubt your analysis," Reed said, "but I do find it strange that the director of Cadmus would care about civil rights."

"I've been in the spy game a lot time, doctor," Waller said. "And I know that a dead suspect is useless. You can't question him, you can't let them go and follow them to see who they lead you too, none of that. Something the police in this country seem to have forgotten."

"I suppose I can't argue with that," Reed sighed. "All right, director. We will see what we can do. But I want your guarantee that Spider-Man won't come to any harm."

"I won't lay a finger on him," Waller agreed. "I just want to talk to him, that's all."

END CHAPTER

* * *

 _Author's Note:_

 _Whew, that took longer than it should have! Not a whole lot of Spidey in here, either. I apologize. But the chapter was getting long and so I moved some of the action to the next one. Stay tuned!_

* * *

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. Amanda Waller created by John Ostrander, Len Wein, and John Byrne. Agent Iman Avesta created by Telltale Games. The Fantastic Four created by Stan "The Man" Lee and Jack "The King" Kirby.

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	5. Beware The Chameleon! Part 2

The Amazing Spider-Man!: Chapter 3-Beware The Chameleon, Part 2

Peter Parker, known as the Amazing Spider-Man, was looking for jobs on his computer. And not having much luck.

 _This one wants five years of experience in three different fields!_ He thought. _And this guy wants a college degree! And_ ten _years of experience! For an entry-level job! Good grief. No wonder the economy's in such bad shape. Nobody can find a job._

Peter sighed and got up from his computer to pace his bedroom. Peter lived with his aunt in a quiet Queens neighbourhood. He was tall and gangly, just beginning to fill out. Brown curly hair sat on top of a rectangular face. Brown eyes stared out at the world. An ordinary teenager, one of millions.

But Peter was no ordinary teenager. Weeks ago, at a science demonstration, Peter had been bitten by an irradiated spider. Instead of killing him like it should have, Peter had gained fantastic powers. Superior strength, agility, and a sixth sense he called his 'spider-sense'. Fashioning himself a colourful costume, Peter had tried to make some money with his newfound powers. Due to his arrogance and recklessness, Peter's beloved Uncle Ben had been killed. Peter swore from that day on to use his powers only to help his fellow man.

Starting with his aunt. May Parker was the best mother a teen could ask for, but she was sick. And the bills were piling up. Peter had to find a way to help out. He just wasn't sure how. Tutoring, maybe?

Suddenly, Peter's Spider-Sense kicked in. The tingling sensation in the back of his head served to warn him of danger, but when Peter looked around, he couldn't see anything. Peter continued to scan his room as his spider-sense buzzed. Slowly, the buzzing resolved itself into a message:

"Calling Spider-Man! Repeat, calling Spider-Man! Please come to the Baxter Building immediately! Calling Spider-Man!"

To say Peter Parker was stunned was like saying that deserts were dry.

 _Somebody's calling me on my Spider-Sense!_ he thought. _I didn't know that was possible!_

There was something familiar about the place they were asking him to come to, too…

And then it hit Peter like a sandbag in the stomach. The Baxter Building was the home of Reed Richards, billionaire scientist and all-around eccentric. A few months ago, Richards had taken his fiancé, his best friend and his fiancé's younger brother out into space to observe a rare form of cosmic radiation. But something had gone wrong, and the four had come back mutated beyond all recognition. Richards had become some sort of rubber man, Ben Grimm an orange rock monster, Sue Storm could turn invisible and Johnny Storm into some sort of living flame person!

 _If there's anybody out there who would think to try contacting me through my Spider-Sense, it's Reed Richards!_ Peter thought as he hustled to get changed out of his street clothes and into his Spider-Man costume. _I wonder why he wants to talk to me?_

 _Maybe he wants me to join his team?_

"Can I just go on the record as not likin' this at all?" Ben Grimm grouched from his seat on a beaten up old couch in Reed's lab in the Baxter Building. Benjamin J. Grimm had never been a small man, but the trip to outer space he had taken with Reed and the Storm siblings had transformed him into a giant orange rock monster. The couch had given up on complaining about the added weight, now it was just trying to die with some dignity. The only clothing that Ben wore was a pair of blue trunks, which he claimed was to preserve his modesty.

"I don't like Director Waller, either, Ben. But I can't fault her logic," Reed said. He was standing in front of the world's largest radio, fine-tuning his broadcast equipment to hopefully get a hold of Spider-Man. He chewed on the end of an unlit empty pipe, a prop to aid his thinking.

Reed Richards was a tall man with brown hair beginning to grey at the temples. He wore a black and blue bodysuit designed to accommodate his incredible stretching powers. He and Grimm had been best friends since kindergarten when Ben had saved the young genius from bullies. The two had been inseparable from that point on, careening from one misadventure to another. Reed had been instrumental in saving Ben from the Yancy Street Gang, while Ben had frequently saved Reed from getting lost in his own inventions. It was Ben Grimm who had steered Reed to Sue Storm, and it was Ben Grimm who kept prodding at the couple to marry. So far, he had been unsuccessful.

"Cadmus is like the secret police," Ben said. Reed hid a grin. Ben never tried to hide his working-class Brooklyn accent, but it got broader every time he was passionate about something.

Not that Ben didn't have a reason to be passionate about Cadmus. Ben was Jewish, through and through, and he had good reason to fear secret government organizations.

"And we're just gonna hand over this Spider-Kid to 'em because their boss asked nicely?" he continued.

"We're not going to hand anybody over to anybody," Reed said firmly. "Not until we've managed to talk to the boy first."

"Yeah, talk," Ben said, side-eyeing a transparent chamber over on the far side of the lab. "That's why we got the cage all ready to go. Just to talk."

"It's just a precaution, Ben," Reed said. "In case we're wrong about Spider-Man."

"Wrong about who now?" Johnny Storm asked as he and his sister came come out of the lab's elevator. Johnny was young, thin and blond. He wore the same bodysuit as Reed, although Johnny's suit protected him against the flames he generated.

"The Spider-Kid," Ben said.

"Ah, him," Johnny said. "We got nothing to worry about. We'll mop the floor with that loser!"

"Johnny!" Sue Storm chastened her younger brother. Sue was shorter than her brother, with an average bust and wide hips. She wore the same bodysuit as Johnny and Reed. Her blonde hair was cut into a bob. Sue carried a tray of tea and snacks with her, which she set down on the coffee table in front of Ben. "Spider-Man's just a kid," she continued. "We're not going to fight him. We're going to hear him out and find out who's impersonating him!"

"I'm afraid it might not be that simple, Sue," Reed said, turning away from his giant radio to accept a cup of tea from his fiancé. "We don't know for sure that Spider-Man isn't really behind those thefts. And he may not be willing to talk."

"Show him Ben's ugly mug," Johnny said, grabbing a cup of tea and a biscuit. "That'll scare him enough to talk!"

"I was thinkin' the same thing," Ben said. "Only with your ugly mug instead of mine."

Sue rolled her eyes at the two's antics before turning to watch the radio station with concern. "Do you think Spider-Man got your message, Reed?" she asked.

"I don't know," Reed admitted. "But it was the only thing I could think of."

"How'd you come up with this idea anyway?" Johnny asked through a mouthful of biscuit.

"By observing the few remaining videos of Spider-Man left on the Internet," Reed explained, "I was able to deduce that he must have had some kind of sixth sense that alerted him to danger."

"Unlike you, matchstick," Ben said.

"Right, I got that part," Johnny said. "And it makes sense when you think about it. Spiders and bug use the hairs on the back of their ugly butts to sense when trouble's coming, right? That's why swatting flies is so hard."

Ben and Sue stared at Johnny in shock. "Do you mean there's something my brother knows that isn't women and fast cars?" Sue asked, clasping one hand to her face in shock.

"Check him, Stretch. Somebody's replaced the matchstick with a clone," Ben said.

"Har," Johnny said. "De har. My point is, what makes you think this 'Spider-Sense' of Spidey's is based on electromagnetic waves?" he asked Reed.

"I'm guessing," Reed admitted. "That mask of his wouldn't allow for the kind of fine hairs that spiders and insects use to sense danger. But Spider-Man clearly has some kind of danger sense. Of course, that danger sense could be purely psychic in nature. And even if it is electromagnetic, that doesn't mean we can communicate with him!"

The alarm rang. The four looked up in surprise.

"I think we're about to find out," Grimm said.

"I agree," Reed said as he flipped on the security monitors.

"He's here."

Peter swung across town from Queens to land on a skyscraper opposite the Baxter Building. As he admired the Art Deco skyscraper, Peter wondered how he was going to get in. From what he remembered, you couldn't get into the offices without some kind of special electron beam that only Reed and his closest associates carried. Which meant it was useless for Spider-Man. And Peter didn't think that showing up in his full costume, claiming that a voice only he could hear had told him to come to the Baxter Building was going to get him very far either.

He sized up his options. From where he stood, Peter could see a large window that looked unlocked. Peter fired a line of webbing to the window, anchoring it on the corner of the building where he stood. Gingerly, Peter tested the webbing. It held. Peter walked across it as if it were a tightrope. Once he got to the end of the webbing, he slid over on to the window.

 _Gee_ , he thought. _I hope nobody minds me breaking in like this!_ Peter pressed gently on the top of the window, forcing it open. Right into a slide.

 _Either this is a trap_ , Peter thought, _or it's Johnny Storm's entrance. Nothing else for it, I guess_. He leapt off the window and slid down.

"Teenage cornball show-off," Ben grumbled as the four watched Spidey slide down their tunnel. "Why doesn't he just call for an appointment like anyone else?"

"Yeah, I can just see that," Johnny said. "Imagine, Spider-Man walking in to the lobby in full costume saying 'Uh, yeah. I got this psychic message saying that someone was going to meet here?'"

"Good point," Ben admitted.

"Quiet, you two," Sue said. She and Reed were watching the screen intently. Spider-Man came sliding down the tunnel, popping out at the far end of the lab.

"Never fear, your friendly neighbourhood Spider-Man is here!" the costumed wall-crawler joked. "What's the big secret? You couldn't have sent an e-mail?"

"You've been stealing government secrets, webhead," Johnny said bluntly.

"What?!" Spider-Man asked. "Are you crazy? Never mind, I think I know the answer to that question already."

"Somebody in a Spider-Man costume has been running around stealing government secrets," Sue said gently. "I'm sorry, Spider-Man. But we need to be sure it isn't you."

Spider-Man stood there for a minute or two. "I don't believe this," he said. "I figured if anybody would be willing to give me the benefit of the doubt, it would be you four. Guess I was wrong."

"Spider-Man…" Reed began, but Spider-Man hit him in the mouth with two shots of webbing. "Later, Fantastic Freaks!" he shouted, turning around only to find his way out shut.

"Only one way out, webhead!" Johnny said. "Flame on!" Johnny burst into flame and flew towards Spidey. Only Spider-Man's Spider-Sense and supernatural reflexes saved him from Johnny's fiery grip.

"Don't hurt him, Johnny!" Sue said, turning invisible.

"C'mon! He's a spy!" Johnny said, floating under the lab's sprinkler system. Spider-Man saw that and fired two lines of webbing up to the sprinkler. Using all his strength, he pulled the sprinkler down on Johnny's head, dousing the teen with water.

"It's a good thing everything in this lab is waterproof," Ben muttered as he charged towards Spidey. "Cept you, matchstick." Spider-Man leapt out of the way of Ben's charge, forcing the orange golem to dig his fingers into the floor to stop from slamming into the lab's delicate machinery.

"Enough!" Reed said after freeing his mouth from Spider-Man's webbing. "We are trying to help you, Spider-Man!"

"Sure doesn't look like it!" Spider-Man replied. Reed was forced to concede the point. From Johnny's livid stare to Ben advancing to cut Spider-Man off, Reed and his friends looked more like threats than friends. Reed was just trying to figure out what to say to Spider-Man when Sue, still invisible, grabbed Spider-Man from behind and threw him into the glass chamber. As the chamber closed on the stunned teen, Sue became visible once more.

"I'm sorry, Spider-Man," Sue said. "I really am. We didn't mean to hurt you, I swear. But we do need to talk. Somebody really has been running around in your costume, stealing government secrets."

"Let me out!" Spider-Man screamed, pounding on the glass container.

"I want you to see something," Reed said, stretching his arm out towards a keyboard. Now that Spider-Man was in the chamber, Reed had an easy way of getting him to see reason.

Holographic video played on the screen. It was a scene of somebody in a Spider-Man costume robbing a government employee at gunpoint. Spider-Man stared at the video for a second before saying:

"That's not me."

"We know," Johnny said. He was still glaring at Spider-Man. "That guy can't do have the things you do."

"You could have just asked me," Spider-Man said.

"We tried," Sue reminded him. "But that's beside the point. We need to find out who this imposter is, and fast. The FBI is looking into it right now and so is Cadmus."

"What's a 'Cadmus'?" Spider-Man asked.

"Top-secret government assholes," Ben said. "You can't trust them worth a damn."

"How do you know that this Cadmus thingy isn't the one setting me up?" Spider-Man demanded.

"We don't," Sue admitted. "Which is why we need to catch this guy and fast. Only your impostor can tell us who he is."

"That makes sense," Spidey agreed.

"I have a plan," Reed said. "A way we can catch your impostor and prove your innocence. But it won't work without you, Spider-Man."

"I'm listening," Spider-Man said, crossing his arms.

"Good," Reed said. "It goes something like this…"

END CHAPTER

* * *

 _Author's Note:_

 _Dun dun dun! What a ride, eh? This arc so far is an adaptation of the very first Spider-Man solo issue, where Spidey confronts the wily Chameleon! And, even more importantly, this is where he first meets the Fantastic Four! I did consider dropping the fight with the Four, but it was such an iconic part of Spidey's history that I decided to keep it._

 _Also, for those keeping track, The Uncanny X-Men takes place a year after these stories. Both Spider-Man and the Fantastic Four are established heroes at that point._

 _See you next time, true believers!_

* * *

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. The Fantastic Four created by Stan "The Man" Lee and Jack "The King" Kirby.

* * *

If you enjoyed this chapter, please support me on ( joshstoodley) or by my original fiction on Amazon.  
Robots and Vampires ( dp/B00NDLMDT4): Two hundred years in the future, a young cyborg stops the richest boy in town from killing a gynoid. Now he must flee from the only home he's ever known to Fort City, base of the mysterious Standard Technologies, Inc. Can he trust them?  
The Standard Tech Case Files-The Black Coats ( dp/B00VTWMR7W): When there's a corpse on the street, somebody has to answer for that. When the body in question is the squire of a prominent vampire, the call for blood only gets louder. Follow Joey Bianco and his squire Jen Ryan as they hunt down a killer and try to keep the peace between vampires and humans.  
The Standard Tech Case Files-The Dead and The Damned ( dp/B01MRSBC7I): Tensions between humanity and vampires are heating up. A vampire store has been ransacked. Protestors are being arrested without trial. Can Joey Bianco and Jen Ryan find a peaceful solution? Or will the streets of Fort City run red with blood?


	6. Beware The Chameleon! Part 3

**The Amazing Spider-Man, Chapter 5: Beware The Chameleon, Part 3**

Peter Parker, AKA The Amazing Spider-Man, sat crouched on a grotesque on the side of a Manhattan skyscraper. He was overlooking another skyscraper, one with a helipad on it.

A few weeks ago, Peter had been an ordinary high school student. At a demonstration of a new method of recombining DNA involving radiation, he had been bitten by a spider. Somehow, the spider had given him incredible abilities. At first, Peter sought to exploit these newfound powers for his personal gain. After the loss of his beloved Uncle Ben, Peter now sought to use his powers responsibly.

So he was here, sitting on this grotesque in a red and blue bodysuit covered in black lines made to look like webs. A full face mask with white triangular eyes covered his head.

Someone, he wasn't sure who yet, was masquerading as Spider-Man stealing government secrets. Reed Richards and his family, who the papers were already calling the Fantastic Four, had been called in to catch this new menace. Richards trapped Peter and told him what was going on. Together they decided to trap this phony Spider-Man.

Richards showed Peter the location of a CIA post located here in Manhattan. Reed suspected that the post would the imposters next target, for a couple of reasons. For one, the installation had a public front, making it easier to slip in undetected. Another was the easy getaway offered by the helipad. Peter only hoped the scientist was right. Accused of spying was not something Peter needed right now.

A door on the roof with the helipad opened. Out of the doorway came a figure dressed very much like Peter, carrying a large sack. Peter fired a web-line over to the roof and swung down, landing in front of the imposter.

"Don't you just hate when you go to work and realize somebody else is wearing the exact same outfit?" Peter asked the other Spider-Man.

"Spider-Man!" the imposter shouted, skidding to a halt.

"You were expecting maybe the Green Lantern?" Peter quipped.

"I don't know how you found me," the imposter said, "and I don't care." The imposter drew a pistol from the costume's waistband and aimed it at Spider-Man. Except Peter was no longer there; his Spider-Sense had warned him off the danger. Acting on instinct, Peter leapt to the side, behind the doorway.

"Come out, come out wherever you are," the imposter said, creeping around to the side.

"How about not?" Peter returned. He leapt up to the top of the rooftop entrance and fired a web-line down to the imposter. The imposter threw up his arms to block the incoming sticky thread, only succeeding in getting both of his arms tangled up. Peter yanked hard on the web, sending the imposter crashing into the wall.

"Let's see who else is crazy enough to put on red and blue long johns," Peter said, leaping nimbly down to the roof. The imposter wheeled around to kick Peter hard in the stomach. The teenager went down butt first.

"That's my ride," the imposter said. "Catch you later, web-slinger!" A helicopter settled down on the rooftop, its backwash knocking Peter back to the entrance. The imposter, having somehow freed himself from Peter's webbing, climbed up a rope ladder.

"Oh know you don't," Peter said. He fired another web-line towards the helicopter, hitting its runners. The helicopter lifted off. In the few seconds between lift-off and when the web went taunt, Peter was faced with a choice. He could stand there and hope the combination of his sticky powers and super-strength were enough to keep the chopper from taking off. Or, he could leap off the roof with the chopper, and follow it to the imposter's get-away.

 _Heck, I'm not even sure if I can hold a chopper!_ Peter thought. As the web-line went taught, Peter jumped. The chopper successfully took off, taking Peter with it.

 _Here goes nothing_ , Peter thought.

"That was unexpected," the Chameleon said as he pulled off his Spider-Man mask once he'd hauled himself into the helicopter.

"You said this op would be clean," the pilot, another Russian agent, accused. "Now we have that freak on our tail!"

"Relax," the Chameleon said. "Just focus on flying. Besides, he's just one guy. How much damage can he do?"

Peter hung on to his web-line for dear life as the helicopter flew out towards New York Bay. The chopper, having no idea about its hidden passenger, only dodged the bits of the New York skyline that were a threat to itself. Peter was left to deal with the rest.

 _Maybe I should've stuck with the 'holding the helicopter in place' idea!_ He thought as he dodged another protruding antenna.

The harrowing ride did not last long. Soon, Peter could see the wine-dark waters of New York Bay.

 _We're going to land on a boat or something_ , Peter realized. He soon saw that he was right. In the middle of the bay there was a yacht with a helipad on it. The chopper came in for a landing. Peter waited until the chopper was low enough before letting go of the line. He dropped into the water like a stone before swimming towards the yacht.

Peter reached the yacht and climbed out of the water. As he crouched underneath the yacht's guard rails, he could overhear the yacht's occupants arguing angrily.

"You said this would be clean!" one of the voices said. "Instead you almost got caught by that freak!"

"Which is why we need to leave now," another voice said. Peter guessed that this was the imposter speaking. "Besides, Spider-Man isn't smart enough to follow us here. We'll be safe enough once we get into international waters. So get moving!"

Peter decided that was the perfect moment for an entrance. Flipping over the guard rail, he asked: "If I'm not smart enough to follow you here, what does that say about the guy who didn't bother to check for stowaways?"

The crew of the yacht, the imposter and the helicopter pilot all gawked at Spider-Man.

"Kill him!" the first voice said. He was dressed in a sailor's uniform. Peter guessed he was the yacht's captain, because he fled the scene as the others surrounded Spider-Man, weapons at the ready.

Peter fired balls of webbing at his opponents guns, trapping their hands. One of the sailors, armed with a knife and dressed much like his captain, stepped in close. Peter dodged the knife, then hit the sailor sending him reeling. The yacht started up. Peter sensing his time was running out, said:

"That was fun! But I'm afraid amateur night is over. Catch you guys later!" Peter then fired another pair of web-lines at the imposter, webbing him up. Peter realed the imposter in and jumped into the water.

A crowd of police, FBI agents, CIA agents and agents of the mysterious Cadmus gathered on the dock.

"I don't care what you think!" the lead CIA officer said. He was short, white with salt and pepper hair. He wore a white shirt, brown tie, brown slacks and brown shoes. The officer jabbed his finger at Amanda Waller. "Spider-Man stole our intel! He's probably Russian, they're all freaks over there!"

Amanda "The Wall" Waller scowled downwards at the CIA official. She was not only taller than the man, but broader as well. She wore a charcoal grey pantsuit over black shoes. Whereas the CIA agent was white, Waller was black. Her kinky hair was cut short.

"Your empathy towards other nations is noted," Waller said. Beside her, Agent Iman Avesta covered a giggle with her hand. Avesta was a little taller than her boss, and wore a similar suit. Her hair was long and fine, done up in a bun. She was, as befitting her mixed Iranian-Arabic heritage, much lighter in complexion than her boss. "As is your inability to see the obvious. Since when does Spider-Man use guns?"

"Since he started robbing federal institutions!" the CIA officer said, throwing up his hands in exasperation. "I'm not the guy ignoring incontrovertible evidence here, Director whoever the fuck you are! You are!"

"Captain," one of the local ESU officers said, pointing outwards the bay. Captain Stacy, dressed in a three-piece brown suit and quietly ignoring the Feds' jurisdictional scrap, turned to look where the ESU officer was pointing.

"I think you might be getting your answer soon," Stacy said as Spider-Man hauled the imposter up on to the docks.

"Arrest him!" the CIA officer said.

"Do no such thing!" Waller countermanded.

"Spider-Man," Stacy said, with an air of long-suffering patience, "would you mind explaining this to us?"

"Sure," Spider-Man said. "As soon as everybody puts their guns away. I'm a Democrat; guns scare me."

"They scare me too," the ESU officer said with a grin as he safed his weapon. The rest of the ESU team followed suit.

"That's better," Spider-Man said. He gestured towards the tied up figure. "Okay, I don't know who this guy is, or who he works for. All I know is he started impersonating me a while back to steal some government stuff. Dr. Richards…"

"Like Reed Richards would ever want something to do with a traitor like you, pencil neck," the CIA officer said.

"Aw, shut up," the lead FBI agent said, yawning.

"Just because he avoids knuckle draggers like the CIA doesn't mean Dr. Richards wouldn't hang with me," Spidey shot back. "Anyway, Dr. Richards contacted me and showed me what this guy was up to. He figured the imposter would target this CIA joint and told me to watch out for him. Which I did, obviously. And, uh, here we are."

"Without Dr. Richards," the CIA officer said sarcastically. "Do any of you believe this crap?"

"I do," Avesta said, pointing down to the imposter, who was struggling to his feet. "That's the Chameleon."

"And so it is," The FBI agent said. "Why, hello Dmitri Anatoly Nikolayevich Smerdyakov Kravinov. It's been a long time. How you've been, huh?"

"I want my lawyer," the Chameleon said, breathing heavily underneath his mask.

"You're gonna need one," Waller said, grinning. "Thank you, Spider-Ma…" she added, only to find that Spider-Man was no longer there.

"Oh great," she muttered. "We got another Batman on our hands."

Peter swung in through the window of his aunt's home in Queens. It had been a long night. And yet, strangely satisfying.

 _Taking care of the Chameleon felt good,_ Peter thought as he peeled his costume off to reveal a toned gymnasts body. _Better than good. Maybe there is something to this masked vigilantism after all?_

After peeling off his costume and getting into his boxers, Peter climbed into bed and went to sleep.

"Idiot," Waller said as she hit the off button on her phone. She was in the back seat of her armoured car, driving to her apartment not far from the U.N. building. "Doesn't the CIA bother with screening their employees I.Q. tests anymore?" she asked rhetorically.

"I.Q. tests have been debunked, ma'am," Iman Avesta said cheerfully from the driver's seat.

"I suppose," Waller grumped. Avesta pulled up in front of Waller's apartment and stopped. "Will you be needing me tonight, ma'am?" Avesta asked.

"Why?" Waller asked as she got out of the car. "You got a hot date tonight?"

"Literally," Avesta said. Waller chuckled.

"Okay," she said. "I won't need you again till tomorrow. Have fun. That's an order, Avesta!"

"Yes ma'am!" Avesta said as she drove away. Waller chuckled again, before making her way up to her penthouse suite.

Once Waller got it in, she was greeted by the sounds of _Mario Kart_. She checked her watch. It was way past her kids bedtime. Waller made her way to the living room.

"Kids," she began, only to stop once she saw who was playing with them. "Oh, hi, Maria."

Maria Hill, second-in-command at the FBI looked up from the couch. A large shiner covered one eye. "Hi, 'Manda," she said. "Sorry, I was just…"

"Her punk-ass boyfriend hit her again," Waller's eldest, Joseph Waller Jr. said from the couch. "Dad's in bed, so we figured we'd keep her company until you got home."

"Mama, you're in charge of a covert organization dedicated to subverting democracy," Waller's daughter, Damita Waller, said from the other side of the couch. "Can't you do something about this punk-ass motherfucker?"

Maria blushed at Damita's comments. Waller sighed, her hands on her hips. Damita had a point. Maria Hill was one of the most gorgeous women Waller had ever known. Hill had dark skin, raven black hair cut short, thick pouty lips, a thin waist and breasts and an ass that most women would kill for. Her grey turtle neck sweater and tight jeans emphasized her assets. Unfortunately, Maria had enough self-confidence to make the main character from _Empowered_ look arrogant. With a worse taste in boyfriends, too.

"I try not to subvert democracy when I can help it, Damita," Waller said as she shed her shoes. "And you shouldn't swear. You either, Joe."

"If you got better words to describe somebody who hits their significant other," Damita said primly, "then I will use those words. Until then, I shall describe a punk-ass motherfucker as I see fit."

Waller smiled at her daughter's antics.

"He's not that bad," Hill insisted. "He's just…"

"Bad," Waller said firmly. "Come on Maria. How many times have you heard the same damned excuses from other women?"

"You're right," Maria sighed. "Okay, I'll break-up with him tomorrow."

"Good," Waller said, already thinking that she was going to call in a favour or two with the NYPD and have a couple of cops accompany Maria. Just in case. "Now move over and let an old lady show you how it's done."

END CHAPTER

 _Author's Note_

 _And that's the end of that arc! Thank goodness, too. This arc has been a pain in the ass. But it's done and I'm happy with it. What did you think about Maria Hill's introduction? If this doesn't sound like the badass we all know and love from_ Avengers: Earth's Mightiest Heroes _, don't worry. Hill's still a stone-cold badass. We're just meeting her at a vulnerable moment. Stay tuned for next time, when we meet the Vulture and Spidey's superhero career gets kicked into high gear!_

The Amazing Spider-Man created by Stan "The Man" Lee and Steve Ditko. Amanda Waller created by John Ostrander, Len Wein and John Byrne. Maria Hill created by Brian Michael Bendis and David Finch.

If you enjoyed this chapter, please support me on ( joshstoodley) or by my original fiction on Amazon.

Robots and Vampires ( dp/B00NDLMDT4): Two hundred years in the future, a young cyborg stops the richest boy in town from killing a gynoid. Now he must flee from the only home he's ever known to Fort City, base of the mysterious Standard Technologies, Inc. Can he trust them?

The Standard Tech Case Files: The Black Coats ( dp/B00VTWMR7W): When there's a corpse on the street, somebody has to answer for that. When the body in question is the squire of a prominent vampire, the call for blood only gets louder. Follow Joey Bianco and his squire Jen Ryan as they hunt down a killer and try to keep the peace between vampires and humans.

The Standard Tech Case Files: The Dead and The Damned ( dp/B01MRSBC7I): Tensions between humanity and vampires are heating up. A vampire store has been ransacked. Protestors are being arrested without trial. Can Joey Bianco and Jen Ryan find a peaceful solution? Or will the streets of Fort City run red with blood?


	7. Chapter 7

Greetings Fellow Fanficcers!

Due to technical difficulties with , I have moved permanently to Archive of our Own. /users/falconlord5

See you there!


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